**Exhibit 10.24**

*Portions of this exhibit are considered confidential by the registrant and have been omitted from filing and filed separately with the Securities andExchange Commission pursuant to a request for confidential treatment. 

**RENTRAK CORPORATION**

**RESTRICTED STOCK UNIT AWARD AGREEMENT**

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (“RSU Award Agreement”), effective as of March 24, 2010 (the “GrantDate”), is made by and between **RENTRAK CORPORATION**, an Oregon corporation (“Corporation”), and **AMIR YAZDANI** (“Employee”). 

**RECITALS**

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

B. 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 award of Restricted Stock Units provided for in this Agreement (“RSU Award”) to Employee as an inducement to remain in the service of Corporation and as an incentive for increased efforts during such service.

**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. DEFINITIONS 

1.1 “Change in Control Transaction” means the first occurrence of any of the following: 

(a) 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 (withinthe meaning of Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of Corporation representing more than 50 percent 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 byCorporation’s then incumbent Board; or 

(c) The shareholders of Corporation approve (i) a merger or consolidation ofCorporation 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 of Corporation’sdirectors) 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 percent or more of the combined votingpower 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 or disposition byCorporation of all or substantially all of its assets. 

1.2 “Employment Agreement” means the employment agreemententered into between Employee and Corporation, as it may be amended or restated from time to time. 

1.3 “ModifiedEBITDA” means Corporation’s Earnings Before Interest, Taxes, Depreciation, and Amortization (EBITDA) reduced (to the extent not already reduced), for a given fiscal year, by (a) Corporation’s capital expenditures and(b) payments to third parties to acquire data to the extent that such payments total in excess of $*, as determined by Corporation no later than June 15 of that fiscal year. 

 

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2. TERMS OF RSU AWARD 

2.1 Restricted Stock Units. Effective as of the Grant Date, Corporation has granted to Employee an RSU Award covering 131,173Restricted Stock Units, subject to the terms, definitions, and provisions of this RSU Award Agreement. 

2.2 RestrictionPeriods. 

2.2.1 Restriction Period 1. Restriction Period 1 commences on the Grant Date and ends onJune 15, 2010. 

2.2.2 Restriction Period 2. Restriction Period 2 commences on April 1, 2010, andends on June 15, 2011. 

2.2.3 Restriction Period 3. Restriction Period 3 commences on April 1,2011, and ends on June 15, 2012. 

2.2.4 Restriction Period 4. Restriction Period 4 commences on theGrant Date and ends on June 15, 2013. 

2.3 Restrictions Prior to Applicable Settlement Date. Employee may notsell, assign, transfer, pledge, encumber, or otherwise dispose of this RSU Award or the shares of Common Stock to be received upon settlement of the Restricted Stock Units governed by this RSU Award and except as set forth in Section 2.5Employee will not become vested in the Restricted Stock Units unless Employee continues to serve as an employee of Corporation until the applicable Settlement Date as provided in Section 3 below, at which time the foregoing restrictions willlapse and be of no further effect as to the shares of Common Stock issued on such Settlement Date. 

2.4 Vesting ofRestricted Stock Units. The RSU Award and the Restricted Stock Units are initially not vested and may become vested and non-forfeitable upon the satisfaction of performance goals specified in Sections 2.4.1, 2.4.2, and 2.4.3; provided that themaximum total number of Restricted Stock Units that may vest with respect to (x) performance goals labeled as “A” in Sections 2.4.1, 2.4.2, and 2.4.3 is 55,231; (y) performance goals labeled as “B” in Sections 2.4.1,2.4.2, and 2.4.3 is 76,913; and (z) performance goals labeled as “C” in Sections 2.4.1, 2.4.2, and 2.4.3 is 131,173; and further provided that in no event will more than a total of 131,173 Restricted Stock Units become vested andnonforfeitable pursuant to this RSU Award Agreement. 

2.4.1 Financial Goals. Subject to the accelerated vestingprovisions of Section 2.5, the RSU Award and the Restricted Stock Units may become vested and nonforfeitable upon the satisfaction of goals relating to the Corporation’s Modified EBITDA as of the expiration of the applicable RestrictionPeriod, as follows: 

(a) A portion of the Restricted Stock Units equal to a maximum of 26,360 of the total Restricted StockUnits subject to this RSU Award are subject to Restriction Period 1 and will become vested and nonforfeitable according to the following schedule: 

 
  0    if Modified EBITDA for fiscal year ending March 31, 2010, is less than $*“A”:  12,553    if Modified EBITDA for fiscal year ending March 31, 2010, is between $* and $*“B”:  16,318    if Modified EBITDA for fiscal year ending March 31, 2010, is between $* and $*“C”:  26,360    if Modified EBITDA for fiscal year ending March 31, 2010, is equal to or greater than $*
(b) A portion of the Restricted Stock Units equal to a maximum of 37,971 of the total Restricted Stock Units subject to this RSU Awardare subject to Restriction Period 2 and will become vested nonforfeitable according to the following schedule: 

 
  0    if Modified EBITDA for fiscal year ending March 31, 2011, is less than $*“A”:  15,988    if Modified EBITDA for fiscal year ending March 31, 2011, is between $* and $*“B”:  21,984    If Modified EBITDA for fiscal year ending March 31, 2011, is between $* and $*“C”:  37,971    if Modified EBITDA for fiscal year ending March 31, 2011, is equal to or greater than $*
 

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(c) A portion of the Restricted Stock Units equal to a maximum of 66,842 of the totalRestricted Stock Units subject to this RSU Award are subject to Restriction Period 3 and will become vested and nonforfeitable according to the following schedule: 

 
  0    if Modified EBITDA for fiscal year ending March 31, 2012, is less than $*“A”:  25,719    if Modified EBITDA for fiscal year ending March 31, 2012, is between $* and $*“B”:  38,611    if Modified EBITDA for fiscal year ending March 31, 2012, is between $* and $*“C”:  66,842    if Modified EBITDA for fiscal year ending March 31, 2012, is equal to or greater than $*
2.4.2 Share Price Goals. Subject to the accelerated vesting provisions of Section 2.5, the RSU Award and the Restricted StockUnits may become vested and nonforfeitable from time to time during Restriction Period 4 as follows: 

(a) “A”:The first time, if any, that the Common Stock trades at or above $25.00 per share for 65 consecutive trading days, 55,231 Restricted Stock Units will become vested and nonforfeitable. 

(b) “B”: For each $1.00 above $25.00 per share up to and including $30.00 per share that the Common Stock trades for a periodof 65 consecutive trading days (in each case only once during Restriction Period 4), an additional 4,142 Restricted Stock Units will vest and become nonforfeitable. As an example, if during Restriction Period 1, the Common Stocktrades above $28.00 per share for a period of 65 consecutive trading days, a total of 67,658 Restricted Stock Units will vest and become nonforfeitable, subject to the overall maximum limit set forth above. 

(c) “C”: For each $1.00 above $30.00 per share up to and including $40.00 per share that the Common Stock trades for a periodof 65 consecutive trading days (in each case only once during Restriction Period 4), an additional 5,523 Restricted Stock Units will vest and become nonforfeitable. 

(d) Corporation will review the cumulative trading history of the Common Stock on the last trading day of each calendar week duringRestriction Period 4 to determine to what extent, if any, the Restricted Stock Units have become vested under this Section 2.4.2. 

2.4.3 Vesting in Connection With Change in Control Transaction. Subject to the accelerated vesting provisions of Section 2.5,Restricted Stock Units under this RSU Award will become vested and nonforfeitable upon the occurrence of a Change in Control Transaction as defined in Section 1.1(c) above during Restriction Period 4 based on the per share price of theCommon Stock as valued for purposes of such Change in Control Transaction or, if there is no such valuation, the Fair Market Value of a share of the Common Stock on the day immediately preceding the date on which such Change in Control Transactionoccurs (the “Pre-CIC Value”), as follows: 

(a) “A”: If the per share price of the Common Stock as valuedfor purposes of such Change in Control Transaction (or the Pre-CIC Value, if applicable) is $25.00 or above, 55,231 Restricted Stock Units will become vested and nonforfeitable. 

(b) “B”: For each $1.00 above $25.00 per share up to and including $30.00 per share that the Common Stock is valued forpurposes of such Change in Control Transaction (or the Pre-CIC Value, if applicable), an additional 4,142 Restricted Stock Units will vest and become nonforfeitable. 

(c) “C”: For each $1.00 above $30.00 per share up to and including $40.00 per share that the Common Stock is valued forpurposes of such Change in Control Transaction (or the Pre-CIC Value, if applicable), an additional 5,523 Restricted Stock Units will vest and become nonforfeitable. As an example, if the Change in Control Transaction is valued at $33.00 per shareof Common Stock, Restricted Stock Units previously vested at the $28.00 price level pursuant to Section 2.4.2(b) and no Restricted Stock Units have vested under Section 2.4.1 above, an additional 24,854 Restricted Stock Units will vest andbecome nonforfeitable under this Section 2.4.3(b), subject to the overall maximum limit of 131,173 Restricted Stock Units. 

 

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(d) Upon the occurrence of a Change in Control Transaction as defined in Section 1.1(c)above, all Restricted Stock Units which have not vested pursuant to Sections 2.4.1, 2.4.2 or this Section 2.4.3 will be forfeited. 

2.5 Acceleration of Vesting in Connection with Termination. Notwithstanding Section 2.4, if Employee is terminated byCorporation without Cause or Employee terminates his employment for Good Reason (as defined in the Employment Agreement), Restricted Stock Units will become vested and nonforfeitable as follows: 

(a) 36,000 Restricted Stock Units if such termination occurs on or prior to June 30, 2010, 54,000 Restricted Stock Units if suchtermination occurs on or after July 1, 2010, and on or prior to June 30, 2011, and 72,000 Restricted Stock Units if such termination occurs on or after July 1, 2011, and on or prior to June 30, 2012, in each case less such numberof Restricted Stock Units, if any, that had previously vested. 

(b) If a Change in Control Transaction is pending at the timeEmployee’s employment terminates, Employee will also be entitled to the accelerated vesting provided for in Section 2.4.3, subject to the overall maximum limit of 131,173 Restricted Stock Units. 

(c) All remaining Restricted Stock Units which have not previously vested under Section 2.4 will be forfeited. Acceleration ofvesting under this Section 2.5 is conditioned upon execution of the release described in Section 6.3 of the Employment Agreement within 45 days following termination of Executive’s employment with Corporation. 

2.6 Forfeiture of Restricted Stock Units. On the earlier of the date of Employee’s termination of employment with Corporationfor any reason and the expiration of Restriction Period 4 (or such later date which is a Settlement Date triggered by an event occurring prior to the expiration of Restriction Period 4), all Restricted Stock Units which have not previously vestedunder Section 2.4 prior to termination or vested under Section 2.5 on the date of termination will be forfeited. 

3. SETTLEMENT OFRESTRICTED STOCK UNITS 

3.1 Settlement Date. For Restricted Stock Units that vest pursuant to Section 2.4.1, theapplicable Settlement Date is the June 15 concurrent with the end of the applicable Restriction Period. 

3.2 Accelerated Settlement Date. In the event the vesting of Restricted Stock Units is accelerated pursuant toSection 2.4.2, the Settlement Date will be the 3rdbusiness day after the end of the applicable calendar week in which vesting occurs. In the event the vesting of Restricted Stock Units is accelerated pursuant to Section 2.4.3 or Section 2.5(b), the Settlement Date will be the date thatthe Change in Control Transaction occurs. In the event the vesting of Restricted Stock Units is accelerated pursuant to Section 2.5(a), the Settlement Date will be the date that Employee’s employment is terminated. 

3.3 Form of Settlement. If all or a portion of the Restricted Stock Units subject to this RSU Award becomes vested, then on theapplicable Settlement Date, Corporation will deliver to Employee an unrestricted certificate for a number of shares of Common Stock equal to the number of Restricted Stock Units that became vested as provided in Section 2.4 or 2.5, asapplicable. 

3.4 Withholding Taxes. 

3.4.1 General. Employee will be responsible for payment of all federal, state, and local withholding taxes and Employee’sportion of any applicable payroll taxes imposed in connection with the settlement of the RSU Award and the issuance of shares with respect to vested Restricted Stock Units (collectively, the “Applicable Taxes”). Corporation’sobligation to issue shares of Common Stock in settlement of the RSU Award is expressly conditioned on Employee’s making arrangements satisfactory to Corporation, in its sole and absolute discretion, for the payment of all Applicable Taxes.

3.4.2 Method of Payment. Employee may pay to Corporation (in cash or by check) an amount equal to the ApplicableTaxes. In the event that Employee does not submit payment of the entire amount of Applicable Taxes, Employee expressly authorizes Corporation to withhold a number of unrestricted shares (thus reducing the number of unrestricted shares to be issuedto Employee) having a fair market value (as of the date the RSU Award is settled) equal to the remaining balance of the Applicable Taxes. 

 

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4. OTHER PROVISIONS 

4.1 RSU Award Not Transferable. Neither the RSU Award nor the Restricted Stock Units nor any interest or right in the RSU Award orthe Restricted Stock Units may be sold, pledged, assigned, or transferred in any manner other than by will or the laws of descent and distribution, unless and until the Restricted Stock Units have been settled as provided in this RSU AwardAgreement. Neither the RSU Award nor any interest or right in the Restricted Stock Units will be liable for the debts, obligations, 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 any attempted disposition will be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence. 

4.2 Rights as Shareholder. Prior to the issuance of a certificate for shares of Common Stock in settlement of Restricted StockUnits, Employee will have no rights as a shareholder of Corporation with respect to this RSU Award or the Restricted Stock Units. 

4.3 Construction. All rights and obligations under this RSU Award Agreement will be governed by and construed in accordance withthe laws of the state of Oregon, without regard to principles of conflict of laws. 

4.4 Adjustment to RSU Award. TheRSU Award is subject to adjustment as provided in Section 13 of the Plan. 

4.5 Compliance With Securities Laws.Employee acknowledges that the RSU Award 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 under the Exchange Act. Notwithstanding anything herein to the contrary, the RSU Award is granted only in such a manner as to conform to such laws, rules and regulations. To theextent permitted by applicable law, this RSU Award Agreement will be deemed amended to the extent necessary to conform to such laws, rules and regulations. 

4.6 No Deferral of Compensation. This RSU Award Agreement is intended to be exempt from the requirements of Section 409A ofthe Internal Revenue Code by reason of all payments (through issuance of stock) under this RSU Award Agreement being “short-term deferrals” within the meaning of Treas. Reg. § 1.409A-(1)(b)(4). All provisions of this RSU AwardAgreement shall be interpreted in a manner consistent with preserving such exemption. 

4.7 Definition of Terms. Allcapitalized terms used in this Agreement without definition have the meanings assigned to such terms in the Plan. 

 
**RENTRAK CORPORATION**
By
 
/s/ William P. Livek
 William P. Livek Chief Executive Officer
 

/s/ Amir Yazdani
Amir Yazdani
Address: 

Employee’s Taxpayer Identification Number: ###-##-####        

 

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