EXHIBIT 10.1


 


Form of


 


AWARD
AGREEMENT


 


NON-QUALIFIED
STOCK OPTION


 


THIS AWARD 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 $.001 par
value Common Stock.


 


B.                                     Corporation
has adopted the 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 and its shareholders to grant
the Non-Qualified Stock Option Award (the “Option”) provided for in this
Agreement to Employee as an inducement [to become an executive of Corporation] and
to remain in the service of Corporation and as an incentive for increased
efforts during such service;


 


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 OPTION


 


1.1                                 Grant
of Option.  In consideration of
Employee’s agreement to remain in the employ of Corporation or its Subsidiaries
and for 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
of its $.001 par value Common Stock upon the terms and conditions set forth in
this Agreement and the Plan.


 


1.2                                 Purchase
Price  The purchase price of the
shares of Common Stock covered by the 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 render faithful
and efficient services to Corporation or a Subsidiary[, with such duties and
responsibilities as set forth in Employee’s Employment Agreement with Corporation].  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 the rights of Corporation
and its Subsidiaries, which are expressly reserved, to discharge Employee at
any time for any reason whatsoever, with or without cause[, except as provided
in Employee’s Employment Agreement with Corporation].


 


1.4                                 Adjustments
in Option  The Committee may make
adjustments with respect to the Option in accordance with the provisions of Section 13
of the Plan.


 


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 become
exercisable in four cumulative installments as follows:


 


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


 


(ii)                                  The
second installment 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 third anniversary of the date the Option is granted.


 


(iv)                              The
fourth installment consists of 25% of the shares covered 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 Employment will subsequently
become exercisable.


 


(c)                                  [Notwithstanding
Sections 2.1(a) and 2.1(b), the Option 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 (under either the
definition of that term in the Plan or the definition of that term in Employee’s
Employment Agreement with Corporation) and during the term of Employee’s
Employment Agreement with Corporation, Corporation terminates Employee’s
employment with Corporation without “Cause” or Employee voluntarily terminates
his employment with Corporation with “Good Reason” (as those terms are defined
in Employee’s Employment Agreement).]


 


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


 


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


 


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


 


(b)                                 The
expiration of one month from the date of Employee’s voluntary Termination of
Employment without Good Reason;


 


(c)                                  The
expiration of three months from the date of Employee’s Termination of
Employment by reason of his retirement, his being discharged without Cause, or
his voluntary Termination of Employment for Good Reason, unless Employee dies
within said three-month period;


 


(d)                                 The
expiration 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
upon Employee’s Termination of Employment for Cause; or


 


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


 


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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 Option pursuant 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 or feasible 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
(under [either] the definition of that term in the Plan [or the definition of
that term in Employee’s Employment Agreement]) or the occurrence of an event 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 Terminating Event 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 Committee determines 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 kind of
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 the Committee 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 in part 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 in connection 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
in whole 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.


 


3.2                                 Manner
of Exercise  The Option, or any
exercisable portion thereof, may be exercised 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 a portion 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)                                  With
the consent of the Committee, (A) shares of Corporation’s Common Stock
owned by Employee (and, if acquired from Corporation, held for at least six
months), duly endorsed for transfer to Corporation, 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 (B) shares of Corporation’s Common Stock
issuable to Employee upon exercise of the Option, with a Fair


 


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Market Value on the date of delivery equal to the
aggregate purchase price of the shares as to which the Option is exercised; or


 


(iii)                               With
the consent of the Committee, by delivery of a notice that Employee has placed
a market sell order with a broker with respect to shares of Corporation’s
Common Stock then issuable 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 by Employee 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 laws or 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 may require 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
certificates evidencing 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 tax law, it is required to withhold upon exercise
of the Option.  With the consent of the
Committee, (i) shares of Corporation’s Common Stock owned by Employee,
duly endorsed for transfer, with a Fair Market Value equal to the sums required
to be withheld, or (ii) shares of Corporation’s Common Stock issuable to
Employee upon exercise of the Option with a Fair Market Value equal to the sums
required to be withheld, may be used to make all or part of such payment.


 


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


 


3.3                                 Rights
as Shareholder  The 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
such shares have been issued by Corporation to such holder.


 


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, or transferred 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 any attempted 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
of shares of Common Stock as will be sufficient to satisfy the requirements of
this Agreement.


 


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4.3                                 Notices  Any notice to be given under the 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 this Section 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 such representative 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 this
Section, 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 or
construction of this Agreement.


 


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


 


4.6                                 Conformity
to Securities Laws  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 Exchange
Commission 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, 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.


 


4.7                                 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

  	
   

  	
   

  
	
   

  	
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  Employee’s
  Taxpayer Identification Number:

  	
   

  
						



 


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