EXHIBIT 10.1


AWARD AGREEMENT


for


NON-EMPLOYEE DIRECTOR DEFERRED
STOCK UNITS


THIS AWARD
AGREEMENT, effective as of _________, 20__ (the “Grant Date”), is made by and
between RENTRAK CORPORATION, an Oregon
corporation (“Corporation”), and _________________,
a Non-Employee Director of Corporation (“Participant”).


RECITALS


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


B.            Corporation’s Board of Directors has
determined that it would be to the advantage and best interest of Corporation
and its shareholders to grant the Award of Deferred Stock Units (the “DSU Award”)
provided for in this Agreement to Participant as an inducement to remain on the
Board of Directors of Corporation and as an incentive for increased efforts
during such service as a director.


AGREEMENT


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


1.             GRANT OF DSU AWARD


1.1           Grant of Deferred Stock Units.  In consideration of Participant’s agreement
to continue as a director of Corporation and for other good and valuable
consideration, effective as of the Grant Date Corporation irrevocably grants to
Participant 9,000 Deferred Stock Units upon the terms and conditions set forth
in this Agreement and the Plan.


1.2           Nature of Units.  The Deferred Stock Units subject to this DSU
Award are governed by the provisions of Section 9.1(b) of the Plan applicable
to Restricted Stock Units.


1.3           Restriction Period.  During the period (the “Restriction Period”)
commencing on the Grant Date and ending on the first anniversary of the Grant
Date (except as provided in Section 1.4.2), Participant may not sell,
assign, transfer, pledge, encumber, or otherwise dispose of this DSU Award or
the Shares to be received under or governed by this DSU Award and Participant
will not become Vested in the Deferred Stock Units unless Participant continues
to serve as a Non-Employee Director of Corporation throughout the Restriction
Period.


1.4           Vesting
of DSU Award.


1.4.1        General.  The DSU Award is initially not Vested and
will become fully Vested and nonforfeitable as of the expiration of the
Restriction Period.  The DSU Award will
be settled as of the Settlement Date pursuant to Section 2 rather than on
the date the DSU Award becomes Vested.


1.4.2        Acceleration of Vesting.  Notwithstanding any other provision of this
Agreement, the DSU Award will become fully Vested and nonforfeitable upon:


(a)           the death of Participant;



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(b)           the termination of Participant’s
membership on Corporation’s Board by reason of Participant’s Disability; or


(c)           the termination of Participant’s
membership on Corporation’s Board by reason of or in connection with a Change
in Control of Corporation.


1.5           Forfeiture of DSU Award.  In the event that Participant ceases to be a
Non-Employee Director of Corporation prior to the expiration of the Restriction
Period for any reason other than death, Disability, or a Change in Control of
Corporation, the entire DSU Award and all the Deferred Stock Units will be
forfeited.


2.             SETTLEMENT OF DEFERRED STOCK UNITS


2.1           Settlement Date.  In the event the DSU Award becomes Vested
pursuant to Section 1.4.1, the date of settlement of the DSU Award  (the “Settlement Date”) will be the first
business day that is at least 30 days after the date that Participant
ceases to be a Non-Employee Director of Corporation.


2.2           Accelerated Settlement Date.  In the event the Vesting of the DSU Award is
accelerated pursuant to Section 1.4.2 due to the death or Disability of
Participant, the Settlement Date will be the first business day that is at
least 30 days after the date of death or the date Participant ceases to be a
Non-Employee Director of Corporation by reason of Disability.  In the event the Vesting of the DSU Award is
accelerated pursuant to Section 1.4.2 due to the termination of Participant’s
membership on Corporation’s Board by reason of or in connection with a Change
in Control of Corporation, the Settlement Date will be the date on which such
termination occurs.


2.3           Form of Settlement.  If the DSU Award becomes Vested pursuant to
Section 1.4, then on the Settlement Date, Corporation will deliver to Participant
an unrestricted certificate for a number of Shares equal to the number of
Deferred Stock Units subject to the DSU Award.


2.4           Withholding Taxes.  As of the Grant Date, no withholding taxes
are due in connection with the grant, Vesting or settlement of the DSU
Award.  In the event that as of the Vesting
date or the Settlement Date, Corporation is (due to changes in applicable law)
obligated to withhold any taxes in connection with the Vesting and/or the settlement
of the DSU Award, Participant will be responsible for payment of all federal,
state, and local withholding taxes and Participant’s portion of any applicable
payroll taxes imposed in connection with the Vesting and/or the settlement of
the DSU Award or the issuance of Shares (collectively, the “Applicable Taxes”).  Corporation’s obligation to issue Shares in settlement
of the DSU Award is expressly conditioned on Participant’s making arrangements
satisfactory to Corporation, in its sole and absolute discretion, for the payment
of all Applicable Taxes.


3.             OTHER PROVISIONS


3.1           DSU Award Not Transferable.  Neither the DSU Award nor the Deferred Stock
Units nor any interest or right in the Award or the Units or part of the Award
or the 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 DSU
Award has been settled as provided in this Agreement.  Neither the DSU Award nor any interest or
right in the Deferred Stock Units or part of the Award or the Units will be
liable for the debts, obligations, contracts or engagements of Participant or
his or her 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.


3.2           Rights as Shareholder.  Prior to the issuance of a certificate for
Shares in settlement of this DSU Award, Participant will have no rights as a shareholder
of Corporation with respect to this DSU Award or the Deferred Stock Units.



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3.3           Shares to Be Reserved.  Corporation will at all times during the term
of the DSU Award reserve and keep available such number of shares of Common
Stock as will be sufficient to satisfy the requirements of this Agreement.


3.4           Notices.  Any notice to be given under the terms of
this Agreement to Corporation must be sent to Corporation in care of its
Secretary, and any notice to be given to Participant will be sent to Participant
at the contact information given beneath Participant’s signature.  By a notice given pursuant to this Section 3.4,
either party may designate different contact information for notices to be
given.  Any notice which is required to
be given to Participant will, if Participant is then deceased, be given to Participant’s
personal representative if such representative has previously informed
Corporation of his or her status and address by written notice under this
Section 3.4.  Any notice will be deemed
duly given when delivered personally or sent by facsimile transmission, e-mail
communication or any other form of electronic transmission, or enclosed in a
properly sealed envelope or wrapper addressed in accordance with this Section,
deposited (with postage prepaid) in a post office or branch post office
regularly maintained by the United States Postal Service.  Such notice will be deemed effective at the
earliest of the following:  (a) when
received, (b) when transmitted by facsimile, e-mail, or other form of
electronic transmission, (c) five days after its deposit in the United States
mail, as evidenced by the postmark, if mailed postpaid and correctly addressed,
and (d) on the date shown on the return receipt, if sent by registered or
certified mail, return receipt requested.


3.5           Titles.  Titles are provided in this Agreement for
convenience only and are not to serve as a basis for interpretation or
construction of this Agreement.


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


3.7           Conformity to Securities Laws.  Participant 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 Exchange Commission under such laws,
including without limitation Rule 16b-3. 
Notwithstanding anything in this Agreement to the contrary, the Plan
will be administered, and the DSU Award is granted and may be exercised, only
in such a manner as to conform to such laws, rules and 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.


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


	
  

  	
  RENTRAK CORPORATION

  
	
   

  	
   

  
	
  

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Paul A. Rosenbaum

  
	
   

  	
   

  	
  Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [Name]

  
	
   

  	
   

  
	
   

  	
  Contact
  Information:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 



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