EXHIBIT 10.19


EMPLOYMENT
AGREEMENT


This Employment Agreement is
entered into as of January 1, 2007, between TIMOTHY J.
ERWIN (“Executive”) and RENTRAK CORPORATION,  an Oregon corporation (“Corporation”).


1.                                      SERVICES


1.1                                 Employment Position. Corporation agrees to employ Executive as
Senior Vice President of Corporation’s Pay Per Transaction (“PPT”) Division,
and Executive accepts such employment, under the terms and conditions of this
Agreement. Executive also agrees to serve, if elected, without separate compensation,
as an officer and/or director of any subsidiary or affiliate of Corporation. Corporation
represents to Executive that it currently has and will maintain directors and
officers liability insurance.


1.2                                 Term.


1.2.1                        General. The term of this Agreement (the “Term”) will commence on January 1,
2007, and, subject to the other provisions of this Section 1.2, will
expire December 31, 2007.


1.2.2                        Renewal Term or Terms. The term of this Agreement will
automatically extend into one or more “Renewal Terms” of an additional one-year
period that will expire on December 31, 2008 (or December 31 of any such
subsequent Renewal Term), unless Corporation, not later than
October 31, 2007 (or October 31 of any subsequent Renewal Term),
gives written notice (a “Notice of Non-Renewal”) to Executive that the Term
will not extend into a Renewal Term. Corporation may give a Notice of
Non-Renewal for any reason or for no reason. Failure to extend the Term into a
Renewal Term will not constitute a termination of Executive’s employment
effective as of the end of the Term or any applicable Renewal Term for purposes
of this Agreement. References to the “Term” of this Agreement include the
initial Term and, if the Agreement extends into one or more Renewal Terms
pursuant to this Section, the Renewal Term or Terms.


1.2.3                        Extension of Term Upon Change in Control. Notwithstanding the foregoing, in the event
of a Change in Control of Corporation, as defined in Section 8.1 of this
Agreement, during the Term (or any Renewal Term) of this Agreement, the Term
will automatically be extended to December 31 of the second calendar year
following the calendar year in which the Change in Control occurs.


1.2.4                        At-Will Employment. The parties acknowledge that Executive is
and will be an at-will employee of Corporation and nothing in this Agreement
will limit the right of Corporation or Executive to terminate this Agreement at
any time for any reason or for no reason, subject to the provisions of this
Agreement describing the compensation payable, if any, in connection with such
a termination of employment.


1.2.5                        Compensation Upon Termination Following Term
Of Agreement. Notwithstanding
termination of this Agreement, the provisions of Section 7 will continue
to apply.


1.3                                 Duties. During the Term, Executive will serve in an executive capacity as Vice
President-Sales and Customer Relations of the Retailer Services Department of
Corporation’s PPT Division. Executive will report directly to the President of
the PPT Division. Executive will be responsible for sales and customer
relations for the PPT Division and such other or different duties on behalf of
Corporation as may be assigned from time to time by the President of
Corporation’s PPT Division or by Corporation’s Chief Executive Officer or Board
of Directors (the “Board”). Executive will do such traveling as may be required
in the performance of his duties under this Agreement.


1.4                                 Outside Activities. During his employment under this Agreement,
Executive will devote his full business time, energies, and attention to the
business and affairs of Corporation, and to the promotion and advancement of
its interests. Executive will perform his services faithfully, competently, and
to the best of his abilities and will not engage in professional or personal
business activities that may require an appreciable portion of Executive’s time
or effort to the detriment of Corporation’s business.



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1.5                                 Application of Corporate Policies. Executive will, except as otherwise provided
in this Agreement, be subject to Corporation’s rules, practices, and policies
applicable generally to Corporation’s senior executive employees, as such
rules, practices, and policies may be revised from time to time by the Board.


2.                                      COMPENSATION AND EXPENSES


2.1                                 Base Salary. As compensation for services under this Agreement, Corporation will
pay to Executive a base salary of $162,000 per year, payable in a manner
consistent with Corporation’s payroll practices for management employees, as
such practices may be revised from time to time. Executive’s annual base salary
will be reviewed by Corporation’s Chief Executive Officer and Compensation
Committee (the “Committee”) on or before April 1 of each year during the
Term (commencing in 2007), unless Executive’s employment has been terminated
earlier pursuant to this Agreement, to determine if such annual base salary
should be increased (but not decreased) for the following fiscal year in
recognition of services to Corporation.


2.2                                 Retailer Services Department Performance
Improvement Incentive Plan.


2.2.1                        Definitions. For purposes of this Section 2.2, the following terms have this
meanings set forth below:


“Bonus
Income” means, for any
Fiscal Year, the excess of the Net Income for the Retailer Services Department
for the Fiscal Year over the Threshold Income for the Fiscal Year.


“Fiscal
2007” means the fiscal
year that began April 1, 2006, and ends March 31, 2007.


“Fiscal
2008” means the fiscal
year beginning April 1, 2007, and ending March 31, 2008.


“Net
Income” means, for
each Fiscal Year, the net income before income taxes for the Retailer Services
Department as determined for financial accounting purposes in accordance with
Corporation’s standard accounting policies and principles, consistently
applied.


“Parameters” mean, for each Fiscal Year, the Retailer
Services Department’s “Report Card” parameters and the “Personal Expectation”
performance parameters established by the President of the PPT Division, with
the approval of Corporation’s CEO and the Compensation Committee for Executive
for a Fiscal Year. Executive’s Retailer Services Department Report Card
parameters and Personal Expectation performance parameters for Fiscal 2007 were
previously designated by the President of the PPT Division, with the approval
of Corporation’s CEO and the Compensation Committee, and communicated to
Executive. For Fiscal 2008 and any subsequent Fiscal Year beginning in a
Renewal Term, the President of the PPT Division, with the approval of
Corporation’s CEO and the Compensation Committee, will designate Executive’s
Retailer Services Department Report Card parameters and Personal Expectation
performance parameters no later than May 31, 2007 (or May 31 of that Fiscal
Year).


“Parameter
Achievement Factors”
mean, for each Fiscal Year, the factors, expressed as percentages, determined
by the President of the PPT Division, with the approval of Corporation’s CEO
and the Compensation Committee, after the end of the Fiscal Year to reflect the
extent to which the Retailer Services Department Report Card Parameters and
Executive’s Personal Expectation Parameters for the Fiscal Year have been
accomplished.


“Participation
Percentage” means, for
a Fiscal Year, a percentage specified by Corporation’s CEO, with the approval
of the Compensation Committee, to determine Executive’s Retailer Services
Department Performance Improvement Incentive Plan bonus. For Fiscal 2007,
Executive’s Participation Percentage is 1.5 %. For Fiscal 2008 and any
subsequent Fiscal Year beginning in a Renewal Term, Corporation’s CEO, with the
approval of the Compensation Committee will specify Executive’s Participation
Percentage no later than May 31, 2007 (or May 31 of that Fiscal Year).


“Performance
Achievement Factor”
means a factor, expressed as a percentage, rounded to the nearest whole
percent, based on the arithmetic average of the Parameter Achievement Factors
for a Fiscal Year; provided however that (a) if the average of the Parameter
Achievement Factors is less than 75%, the Performance Achievement Factor will
be zero, and (b) the Performance Achievement Factor may not exceed 



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100%
unless expressly approved by the President of the PPT Division, with the
approval of Corporation’s CEO and the Compensation Committee.


“Threshold
Income” means the
level of Net Income for the Retailer Services Department for a Fiscal Year as
designated by the President of the PPT Division, with the approval of
Corporation’s CEO and the Compensation Committee. For Fiscal 2007, the
Threshold Income is the amount approved by the Compensation Committee
concurrently with approval of this Agreement. For Fiscal 2008 and any
subsequent Fiscal Year beginning in a Renewal Term, the Compensation Committee
will designate the Threshold Income no later than May 31, 2007 (or May 31 of
that Fiscal Year).


2.2.2                        Determination of Parameter Achievement Factors. As soon as practicable after March 31, 2007
(or March 31 of any Fiscal Year beginning in a Renewal Term), Corporation’s
CEO, with the approval of the Compensation Committee will evaluate the extent
to which the PPT Division and Executive have met the Report Card and Personal
Expectation parameters and determine the Parameter Achievement Factors for
Fiscal 2007 (or such Fiscal Year).


2.2.3                        Incentive Bonus.


(a)                                  Fiscal 2007. Provided Executive remains an employee of Corporation through at least
March 31, 2007, Corporation will pay Executive a bonus under the Retailer
Services Department Performance Improvement Incentive Plan equal to the product
of (a) the Bonus Income for Fiscal 2007, (b) Executive’s Performance
Achievement Factor for Fiscal 2007, and (c) Executive’s Participation
Percentage for Fiscal 2007. Such bonus, if any, will be paid to Executive by
June 1, 2007.


(b)                                 Fiscal 2008 and Subsequent Fiscal Years
Beginning in a Renewal Term. Provided
Executive remains an employee of Corporation through at least March 31, 2008
(or March 31 of any subsequent Fiscal Year that begins during a Renewal Year),
Corporation will pay Executive a bonus under the Retailer Services Department
Performance Improvement Incentive Plan equal to the product of (a) the Bonus
Income for Fiscal 2008 (or such subsequent Fiscal Year), (b) Executive’s
Performance Achievement Factor for Fiscal 2008 (or such subsequent Fiscal
Year), and (c) Executive’s Participation Percentage for Fiscal 2008 (or such
subsequent Fiscal Year). Such bonus, if any, will be paid to Executive by
June 1, 2008 (or June 1 of such subsequent Fiscal Year).


2.3                                 Equity-Based or Other Long-Term Incentive
Compensation. Executive will
participate, together with Corporation’s other senior executives, in Corporation’s
2005 Stock Incentive Plan (the “Plan”). Executive will be granted options to
purchase shares of Corporation’s common stock and/or other equity-based awards
under the Plan, or under another long-term incentive compensation plan that may
be developed by Corporation for its senior executives, at the times and in the
amounts determined by the Committee. All awards will be subject to the
provisions of the Plan or such other long-term plan.


2.4                                 Additional Employee Benefits. Executive will receive an annual grant of
208  hours of credit (or such higher number
of hours as are credited to Corporation’s other senior executives) under
Corporation’s Personal Time Off (PTO) program. Personal time off and vacation
may be taken in accordance with Corporation’s rules, practices, and policies
applicable to Corporation’s senior executive employees, as such rules,
practices, and policies may be revised from time to time by the Board or the
Committee. During the Term, Executive will be entitled to any other employee
benefits approved by the Board or the Committee, or available to officers and
other management employees generally, including any life and medical insurance
plans, 401(k) and other similar plans, and health and welfare plans, each
whether now existing or hereafter approved by the Board or the Committee (“Benefit
Plans”). The foregoing will not be construed to require Corporation to
establish any such plans or to prevent Corporation from modifying or
terminating any such Benefit Plans.


2.5                                 Expenses. Subject to review and approval by the chairman of Corporation’s audit
committee, Corporation will reimburse Executive for reasonable expenses
actually incurred by Executive in connection with the business of Corporation. Executive
will submit to Corporation such substantiation for such expenses as may be
reasonably required by Corporation.


3.                                      CONFIDENTIAL INFORMATION


3.1                                 Definition. “Confidential Information” is all nonpublic information relating to
Corporation or its business that is disclosed to Executive, that Executive produces,
or that Executive otherwise obtains during employment. Confidential Information
also includes information received from third parties that Corporation has
agreed to treat as confidential. Examples of Confidential Information include,
without limitation, marketing plans, customer lists or other customer
information, product design and manufacturing information, and financial
information. Confidential Information does not include any information that
(i) is within the public domain other than as a result of disclosure by
Executive in violation of this Agreement, (ii) was, on or 



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before the date of disclosure
to Executive, already known by Executive, or (iii) Executive is required
to disclose in any governmental, administrative, judicial, or quasi-judicial
proceeding, but only to the extent that Executive is so required to disclose
and provided that Executive takes reasonable steps to request confidential
treatment of such information in such proceeding.


3.2                                 Access to Information. Executive acknowledges that in the course of
his employment he has had and will have access to Confidential Information,
that such information is a valuable asset of Corporation, and that its
disclosure or unauthorized use will cause Corporation substantial harm.


3.3                                 Ownership. Executive acknowledges that all Confidential Information will continue
to be the exclusive property of Corporation (or the third party that disclosed
it to Corporation), whether or not prepared in whole or in part by Executive
and whether or not disclosed to Executive or entrusted to his custody in
connection with his employment by Corporation.


3.4                                 Nondisclosure and Nonuse. Unless authorized or instructed in advance
in writing by Corporation, or required by law (as determined by licensed legal
counsel), Executive will not, except as required in the course of Corporation’s
business, during or after his employment, disclose to others or use any
Confidential Information, unless and until, and then only to the extent that,
such items become available to the public through no fault of Executive.


3.5                                 Return of Confidential Information. Upon request by Corporation during or after
his employment, and without request upon termination of employment pursuant to
this Agreement, Executive will deliver immediately to Corporation all written,
stored, saved, or otherwise tangible materials containing Confidential
Information without retaining any excerpts or copies.


3.6                                 Duration. The obligations set forth in this Section 3 will continue beyond
the term of employment of Executive by Corporation and for so long as Executive
possesses Confidential Information.


4.                                      NONCOMPETITION


4.1                                 Competitive Entity. For purposes of this Agreement, a
Competitive Entity is any firm, corporation, partnership, limited liability
company, business trust, or other entity that is engaged in all or any of the
following business activities:


(a)                                  The wholesale and/or revenue sharing physical
or electronic distribution of home entertainment software in any media,
including without limitation video cassettes, DVDs, video games, and PC
software (“Entertainment Software”);


(b)                                 The fulfillment, warehouse, or distributing
business in connection with the Entertainment Software industry;


(c)                                  The collection, aggregation, tracking, and
dissemination of market information and data (such as sales, marketing,
inventory, occurrence, expenditure, and advertising data) related to consumer
activity in the entertainment industry; or


(d)                                 The delivery of technological intelligence,
industry analysis, and strategic and tactical guidance with respect to consumer
activity in the entertainment industry.


4.2                                 Covenant. During the Term of and for a period ending on the last day of the
applicable Noncompete Period described in Section 5.7, Executive will not,
within any geographical area where Corporation engages in business:


(a)                                  Directly or indirectly, alone or with any
individual, partnership, limited liability company, corporation, or other
entity, become associated with, render services to, invest in, represent,
advise, or otherwise participate in any Competitive Entity; provided, however,
that nothing contained in this Section 4.2 will prevent Executive from
owning less than 5 percent of any class of equity or debt securities
listed on a national securities exchange or market, provided such involvement
is solely as a passive investor;


(b)                                 Solicit any business on behalf of a
Competitive Entity from any individual, firm, partnership, corporation, or
other entity that is a customer of Corporation during the 12 months immediately
preceding the date Executive’s employment with Corporation is terminated; or



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(c)                                  Employ or otherwise engage, or offer to employ
for Executive or any other person, entity, or corporation, the services or
employment of any person who has been an employee, sales representative, or
agent of Corporation during the 12 months preceding the date Executive’s
employment with Corporation is terminated.


For purposes of this
Section 4, “Corporation” means Corporation and its subsidiaries (whether
now existing or subsequently created) and their successors and assigns.


4.3                                 Severability; Reform of Covenant. If, in any judicial proceeding, a court
refuses to enforce this covenant not to compete because it covers too extensive
a geographic area or is too long in its duration, the parties intend that it be
reformed and enforced to the maximum extent permitted under applicable law.


5.                                      TERMINATION


Executive’s employment under
this Agreement may terminate as follows:


5.1                                 Death. Executive’s employment will terminate automatically upon the date of
Executive’s death.


5.2                                 Disability. Corporation may, at its option, terminate Executive’s employment under
this Agreement upon written notice to Executive if Executive, because of
physical or mental incapacity or disability, fails to perform the essential
functions of his position, with reasonable accommodation, required of him under
this Agreement for a continuous period of 120 days or any 180 days within
any 12-month period.


5.3                                 Termination by Corporation for Cause. Corporation may terminate Executive’s
employment under this Agreement for Cause at any time. For purposes of this
Agreement, “Cause” means: (a) Executive’s willful material misconduct in
performance of the duties of his position with Corporation or a material breach
by Executive of this Agreement, (b) Executive’s willful commission of a
material act of malfeasance, dishonesty, or breach of trust against Corporation
or its successors that materially harms or discredits Corporation or its
successors or is materially detrimental to the reputation of Corporation or its
successors, or (c) Executive’s conviction of or a plea of nolo contendere
to a felony involving moral turpitude. In all cases, Corporation will give
Executive notice setting for forth in reasonable detail the specific respects
in which the Corporation believes it has Cause to terminate Executive and allow
Executive a reasonable opportunity to correct such conduct.


5.4                                 Termination by Executive for Good Reason. Executive may terminate his employment with
Corporation under this Agreement for “Good Reason” if Corporation has not cured
the actions or circumstances which are the basis for such termination within 30
days following receipt by the Board of written notice from Executive setting
forth the actions or circumstances constituting Good Reason. For purposes of
this Agreement, “Good Reason” means:


(a)                                  Failure of Corporation to comply with the
terms of this Agreement; or


(b)                                 The occurrence (without Executive’s express
written consent) of any of the following acts by Corporation or failures by
Corporation to act:


(i)                                     A substantial adverse alteration in the nature
or status of Executive’s title, position, duties, or reporting responsibilities
as an executive of Corporation;


(ii)                                  A reduction in Executive’s base salary as set
forth in this Agreement or as the base salary may be increased from time to
time;


(iii)                               The failure by Corporation to continue to
provide Executive with benefits and participation in Benefit Plans made
available by Corporation to its senior executives; or


(iv)                              The relocation of Corporation’s executive
offices at which Executive is to provide services to a location more than 35
miles from its current location on N.E. Ambassador Place in Portland, Oregon.


5.5                                 Termination by Corporation Without Cause. Corporation may terminate Executive’s
employment with Corporation without Cause for any reason or for no reason at
any time by written notice to Executive.



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5.6                                 Termination by Executive Without Good Reason. Executive may terminate Executive’s
employment with Corporation other than for Good Reason for any other reason or
for no reason at any time by written notice to the Chief Executive officer of
the Corporation.


5.7                                 Applicable Noncompete Periods upon Termination. The duration of Executive’s obligations
under Section 4 (the “Noncompete Period”) will be as follows:


(a)                                  In the event Executive terminates his
employment with Corporation for Good Reason under Section 5.4 or
Corporation terminates Executive’s employment with Corporation without Cause
under Section 5.5, the Noncompete Period will continue so long as
Executive is entitled to receive Monthly Severance Payments under
Sections 6.3(a) or 7.2(a) (without giving effect to any prepayment
pursuant to the Outside Payment Date provisions of such Sections). Executive’s
obligations under this Agreement will terminate immediately if Corporation
fails to make a Monthly Severance Payment within 15 days after it is due. For
this purpose, a check for a Monthly Severance Payment mailed within such 15-day
period (as evidenced by official postmark) will be deemed to be made within
such 15-day period.


(b)                                 Subject to extension by Corporation as
provided below, in the event Executive terminates his employment with
Corporation other than for Good Reason under Section 5.6, the Noncompete
Period will be one year from the date of termination. Corporation may in its
sole discretion extend the Noncompete Period for a period not to extend beyond
24 months from the date the Noncompete Period would otherwise expire by
agreeing to make Monthly Severance Payments to Executive during the extended
Noncompete Period. To extend the Noncompete Period, Corporation must give
Executive written notice (an “Extension Notice”) no later than 60 days
following the date of termination, stating the elected duration of the extended
Noncompete Period. The Extension Notice will constitute a binding commitment by
Corporation to make Monthly Severance Payments for the full duration of the
extended Noncompete Period and no further extension of the Noncompete Period
will be permitted. Executive’s obligations under this Agreement will terminate
immediately if Corporation fails to make a Monthly Severance Payment within 15
days after it is due.


(c)                                  In the event Corporation terminates Executive’s
employment for Cause, the Noncompete Period will be one year from the date of
termination.


6.                                      COMPENSATION UPON TERMINATION
DURING TERM OF AGREEMENT


6.1                                 Definitions. For purposes of Section 6.3 and Section 7.2, the following
terms have this meanings set forth below:


“Applicable
Severance Period”
means the greater of (i) six months, or (ii) a period equal to three months for
each full four years of continuous service as an employee of Corporation,
determined based on the number of full years of service as of the date of
termination. For example, for an employee with 18 years of continuous service
as of the date of termination, the Applicable Severance Period would be 12
months.


“Outside Payment Date” means the 15th day of the third calendar month
of the calendar year immediately following the date of termination of
Executive.


6.2                                 Death or Disability. Upon termination of Executive’s employment
pursuant to Section 5.1 or Section 5.2 prior to the expiration of the
Term, all obligations of Corporation under this Agreement will cease, except
that Executive will be entitled to:


(a)                                  Accrued base salary through the date of
Executive’s termination of employment; and


(b)                                 Other benefits under Benefit Plans to which
Executive was entitled upon such termination of employment in accordance with
the terms of such Benefit Plans.



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6.3                                 Termination Without Cause or by Executive for
Good Reason.


(a)                                  Monthly Severance Payments.


(i)                                     In the event that no Change in Control (as
defined in Section 8.1) has occurred and, prior to the expiration of the
Term, Executive terminates his employment with Corporation for Good Reason
under Section 5.4 or Corporation terminates Executive’s employment with
Corporation without Cause under Section 5.5, Executive will be entitled to
the benefits described in Section 6.2, plus severance payments equal to
the Applicable Severance Period (or, if longer, the number of whole calendar
months remaining in the Term) multiplied by the sum of (A) Executive’s base
salary per month in effect as of the date of termination plus (B) the average
annual commissions paid to or accrued to Executive in respect of the two fiscal
years of Corporation last ended prior to the fiscal year in which such
termination occurs, payable in equal monthly installments (each installment, a “Monthly
Severance Payment”). Monthly Severance Payments will be paid in monthly
installments commencing in the calendar month following termination; provided
however, that if the period over which Monthly Severance Payments would
otherwise be payable would extend beyond the Outside Payment Date, the unpaid
portion of the aggregate amount of Monthly Severance Payments (plus the unpaid
portion of any amounts being paid to or reimbursed to Executive under
Section 6.3(b) for medical and dental benefits) as of the Outside Payment
Date will be paid to Executive in a lump sum not later than the Outside Payment
Date.


(ii)                                  Corporation’s
obligations to pay Monthly Severance Payments under this Section 6.3(a) and to
continue medical and dental insurance benefits as provided in Section 6.3(b)
are expressly conditioned on (i) Executive’s execution of a release (in the
form attached to this Agreement as Appendix 6.3(a)(ii), with such
modifications specifically in response to changes in applicable law as counsel
for Corporation determines to be reasonably necessary or desirable to ensure
effective release of all claims) of any and all claims that Executive may hold
through the date such release is executed against Corporation or any of its
subsidiaries or affiliates, and (ii) the expiration of any applicable
revocation period specified in such release without revocation of the release
by Executive.


(iii)                               Monthly Severance Payments will be payable in
a manner consistent with Corporation’s payroll practices for management
employees.


(iv)                              Executive will not be required to mitigate the
Monthly Severance Payments pursuant to this Agreement by seeking other
employment; provided however, that amounts payable by Corporation as Monthly
Severance Payments will be reduced by compensation actually received by
Executive from a new employer during the severance period described above.


(b)                                 Medical and Dental Insurance Benefits. In addition to Monthly Severance Payments,
subject to the execution of a release as described in Section 6.3(a)(ii), Corporation will continue to
provide or will arrange to provide (at Corporation’s cost) Executive with
medical and dental insurance benefits substantially similar to those to which
Executive was entitled as of the date of termination until Corporation’s
obligation to make Monthly Severance Payments expires; provided, however, that
if Executive is employed with another employer and is eligible to receive
medical and dental insurance benefits under another employer-provided plan,
Corporation’s obligation to provide the medical and dental benefits described
in this paragraph will terminate automatically.


(c)                                  Effect of Competition. Corporation’s obligation to make Monthly
Severance Payments and provide medical and dental insurance benefits to
Executive will terminate if Executive breaches a material provision of
Section 4.


6.4                                 Termination For Cause or by Executive Without
Good Reason. In the event
that, prior to the expiration of the Term, Corporation terminates Executive’s
employment with Corporation for Cause under Section 5.3, or Executive terminates
his employment with Corporation for other than Good Reason under
Section 5.6, Corporation’s obligations under this Agreement will cease and
Executive will be entitled to that portion of his base salary and employment
benefits for which he is qualified as of the date of termination and Executive
will not be entitled to any other compensation or consideration.


6.5                                 Compliance with IRC Section 409A. To the extent required by
IRC § 409A as enacted by the American Jobs Creation Act of 2004, and
regulations under that section, payment of severance benefits to Executive
under any provision of Sections 6, 7, or 8 of this Agreement will not be paid,
or commenced, until the expiration of six months following the date of
termination of Executive’s employment with Corporation. If monthly payments are
deferred pursuant to this Section, all such deferred amounts will be paid in a
lump sum on the expiration of the six-month period.



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7.                                      COMPENSATION UPON TERMINATION
FOLLOWING TERM OF AGREEMENT


7.1                                 Application of Section. The provisions of this Section 7 apply
only to officers of Corporation who have five or more continuous years of
employment with Corporation.


7.2                                 Termination Without Cause or by Executive for
Good Reason.


(a)                                  Monthly Severance Payments.


(i)                                     In the event that no Change in Control (as
defined in Section 8.1) has occurred and, after the expiration of the
Term, Executive terminates his employment with Corporation for Good Reason
under Section 5.4 or Corporation terminates Executive’s employment with
Corporation without Cause under Section 5.5, Executive will be entitled to
the benefits described in Section 6.2, plus severance payments equal to
the Applicable Severance Period multiplied by the sum of (A) Executive’s base
salary per month in effect as of the date of termination plus (B) the average
annual commissions paid to or accrued to Executive in respect of the two fiscal
years of Corporation last ended prior to the fiscal year in which such
termination occurs, payable in equal monthly installments (each installment, a “Monthly
Severance Payment”). For purposes of this Section 7, Executive will not be
entitled to any severance payment in connection with any termination, including
without limitation termination by reason of or in connection with Executive’s
death or Disability, other than an involuntary termination by Corporation
without Cause or a voluntary termination by Executive with Good Reason after
the expiration of the Term. Monthly Severance Payments will be paid in monthly
installments commencing in the calendar month following termination; provided
however, that if the period over which Monthly Severance Payments would
otherwise be payable would extend beyond the Outside Payment Date, the unpaid
portion of the aggregate amount of Monthly Severance Payments (plus the unpaid
portion of any amounts being paid to or reimbursed to Executive under
Section 7.2(b) for medical and dental benefits) as of the Outside Payment
Date will be paid to Executive in a lump sum not later than the Outside Payment
Date.


(ii)                                  Corporation’s
obligations to pay Monthly Severance Payments under this Section 7.2(a)
and to continue medical and dental insurance benefits as provided in Section
7.2(b) are expressly conditioned on (i) Executive’s execution of a release (in
the form attached to this Agreement as Appendix 6.3(a)(ii), with such
modifications specifically in response to changes in applicable law as counsel
for Corporation determines to be reasonably necessary or desirable to ensure
effective release of all claims) of any and all claims that Executive may hold
through the date such release is executed against Corporation or any of its
subsidiaries or affiliates, and (ii) the expiration of any applicable
revocation period specified in such release without revocation of the release
by Executive.


(iii)                               Monthly Severance Payments will be payable in
a manner consistent with Corporation’s payroll practices for management
employees.


(iv)                              Executive will not be required to mitigate the
Monthly Severance Payments pursuant to this Agreement by seeking other
employment; provided however, that amounts payable by Corporation as Monthly
Severance Payments will be reduced by compensation actually received by
Executive from a new employer during the severance period described above.


(b)                                 Medical and Dental Insurance Benefits. In addition to Monthly Severance Payments,
subject to the execution of a release as described in Section 6.3(a)(ii),
Corporation will continue to provide or will arrange to provide (at Corporation’s
cost) Executive with medical and dental insurance benefits substantially
similar to those to which Executive was entitled as of the date of termination
until Corporation’s obligation to make Monthly Severance Payments expires;
provided, however, that if Executive is employed with another employer and is
eligible to receive medical and dental insurance benefits under another
employer-provided plan, Corporation’s obligation to provide the medical and
dental benefits described in this paragraph will terminate automatically.


(c)                                  Effect of Competition. Corporation’s obligation to make Monthly
Severance Payments and provide medical and dental insurance benefits to
Executive will terminate if Executive breaches a material provision of
Section 4.



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7.3                                 Effect of Expiration of Term. The provisions of this Section 7 will
continue to apply and will be binding on Corporation and Executive after the
expiration of the Term for so long as Executive continues to be an employee of
Corporation unless expressly revoked or modified in writing by Corporation and
Executive.


8.                                      EFFECT OF CHANGE IN CONTROL


8.1                                 Definitions.


“Change in Control”. For purposes of this Agreement, a “Change in
Control” will be deemed to have occurred upon the first fulfillment of the
conditions set forth in any one of the following three paragraphs:


(a)                                  Any “person” (as that term is defined in
Section 3(a)(9) and 13(d)(3) of the Securities Exchange Act of 1934, as amended
(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 25% or more 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 by
Corporation’s then incumbent Board; or


(c)                                  The shareholders of Corporation approve a
merger or consolidation of Corporation with any other corporation, other than a
merger or consolidation which would result in the voting securities 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) at least 75% of the combined voting power
of the voting securities of Corporation or of such surviving entity outstanding
immediately after such merger or consolidation, or the shareholders of Corporation
approve a plan of complete liquidation of Corporation or an agreement for the
sale or disposition by Corporation of all or substantially all of its assets.


“Other Payment” means any payment or benefit payable to
Executive in connection with a Change in Control of Corporation pursuant to any
plan, arrangement, or agreement (other than this Agreement) with Corporation, a
person whose actions result in such Change in Control, or any person affiliated
with Corporation or such person.


“Total Payments” means all payments or benefits payable to
Executive in connection with a Change in Control, including Change in Control
Payments pursuant to this Agreement and any Other Payments pursuant to any
other plan, agreement, or arrangement with Corporation, a person whose actions
result in the Change in Control, or any person affiliated with Corporation or
such person.


8.2                                 Compensation Upon Termination Following a
Change in Control.


(a)                                  Change in Control Payments. In the event of Corporation’s termination of
Executive without Cause, or Executive’s termination of employment with
Corporation for Good Reason, following a Change in Control and at any time
during the Term of this Agreement (as extended pursuant to Section 1.2),
Executive will be entitled to the benefits described in Section 6.1 plus
the following payments (the “Change in Control Payments”):


(i)                                     In lieu of any further salary payments to
Executive for the periods subsequent to the date of termination, an amount of
severance pay equal to 200% multiplied by the sum of (A) Executive’s annual
base salary, at the rate in effect on the date the Change in Control occurs,
plus (B) the average annual incentive cash compensation (if any, including any
commissions) paid to Executive or accrued to Executive’s benefit (prior to any
deferrals) in respect of the two fiscal years of Corporation last ended prior
to the fiscal year in which the Change in Control occurs, payable in a lump sum
within 60 days of Executive’s termination of employment with Corporation; and


(ii)                                  Continuation for a period of two years
following such termination of Executive’s participation in all Benefit Plans in
which Executive was entitled to participate immediately before the Change in
Control, provided that such continued participation is possible under the
general terms and provisions of such Benefit Plans. In the event Executive’s
continued participation in any Benefit Plan is barred by the provisions of the
Benefit Plan, Corporation will, at 



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Corporation’s
cost, arrange to provide Executive with benefits substantially similar to those
which Executive was entitled to receive under the Benefit Plan.


(b)                                 Reduction. In the event that any portion of the Total Payments payable to
Executive in connection with a Change in Control of Corporation would constitute
an “excess parachute payment” within the meaning of IRC § 280G(b)
that is subject to the excise tax imposed on so-called excess parachute
payments pursuant to IRC §4999 (an “Excise Tax”), the Change in Control
Payments otherwise payable under Section 8.2(a) will be reduced to avoid
such Excise Tax if, and to the extent that, such reduction will result in a
larger after-tax benefit to Executive, taking into account all applicable
federal, state, and local income and excise taxes.


(c)                                  Application. For purposes of this Section 8.2:


(i)                                     No portion of the Total Payments, the receipts
or enjoyment of which Executive has effectively waived in writing prior to the
date of payment of any Change in Control Payments, will be taken into account;


(ii)                                  No portion of the Total Payments will be taken
into account which, in the opinion of tax counsel selected by Corporation and
reasonably acceptable to Executive (“Tax Counsel”), does not constitute a “parachute
payment” within the meaning of IRC § 280G;


(iii)                               If Executive and Corporation disagree whether
any payment of Change in Control Payments will result in an Excise Tax or
whether a reduction in any Change in Control Payments will result in a larger
after-tax benefit to Executive, the matter will be conclusively resolved by an
opinion of Tax Counsel;


(iv)                              Executive agrees to provide Tax Counsel with
all financial information necessary to determine the after-tax consequences of
payments of Change in Control Payments for purposes of determining whether, or
to what extent, Change in Control Payments are to be reduced pursuant to
Section 8.2(b); and


(v)                                 The value of any noncash benefit or any
deferred payment or benefit included in the Total Payments, and whether or not
all or a portion of any payment or benefit is a “parachute payment” for
purposes of this Section 8.2, will be determined by Corporation’s
independent accountants in accordance with the principles of
IRC § 280(G)(d)(3) and (4).


(d)                                 Effect on Other Agreements. In the event that any other agreement, plan,
or arrangement providing for Other Payments (an “Other Agreement”) has a
provision that requires a reduction in the Other Payment governed by such Other
Agreement to avoid or eliminate an “excess parachute payment” for purposes of
IRC § 280G, the reduction in Change in Control Payments pursuant to
Section 8.2(b) will be given effect before any reduction in the Other
Payment pursuant to the Other Agreement. To the extent possible, Corporation
and Executive agree that reductions in benefits under any plan, program, or
arrangement of Corporation will be reduced (only to the extent described in
Section 8.2(b)) in the following order of priority:


(i)                                     Change in Control Payments under this
Agreement;


(ii)                                  Benefit Plan benefit continuation pursuant to
Section 8.2(a)(ii); and


(iii)                               The acceleration in the exercisability of any
stock option or other stock related award granted by Corporation.


9.                                      REMEDIES


The respective rights and
duties of Corporation and Executive under this Agreement are in addition to,
and not in lieu of, those rights and duties afforded to and imposed upon them
by law or at equity. Executive acknowledges that any breach or threatened
breach of Sections 3 or 4 of this Agreement will cause irreparable harm to
Corporation and that any remedy at law would be inadequate to protect the
legitimate interests of Corporation. Executive agrees that Corporation will be
entitled to specific performance, or to any other form of injunctive relief to
enforce its rights under Sections 3 or 4 of this Agreement 



 10
 









without the necessity of
showing actual damage or irreparable harm or the posting of any bond or other
security. Such remedies will be in addition to any other remedy available to
Corporation at law or in equity.


10.                               SEVERABILITY OF PROVISIONS


The provisions of this
Agreement are severable, and if any provision of this Agreement is held
invalid, unenforceable, or unreasonable, it will be enforced to the maximum
extent permissible, and the remaining provisions of the Agreement will continue
in full force and effect.


11.                               NONWAIVER


Failure of Corporation at any
time to require performance of any provision of this Agreement will not limit
the right of Corporation to enforce the provision. No provision of this
Agreement or breach of this Agreement may be waived by either party except in
writing signed by that party. A waiver of any breach of a provision of this
Agreement will be construed narrowly and will not be deemed to be a waiver of
any succeeding breach of that provision or a waiver of that provision itself or
of any other provision.


12.                               NOTICES


All notices required or
permitted under this Agreement must be in writing and will be deemed to have
been given if delivered by hand, or mailed by first-class, certified mail,
return receipt requested, postage prepaid, to the respective parties as follows
(or to such other address as any party may indicate by a notice delivered to
the other parties hereto): (i) if to Executive, to his residence as listed
in Corporation’s records, and (ii) if to Corporation, to the address of
the principal office of Corporation, at:


One Airport Center


7700 N.E. Ambassador Place


Portland, Oregon 97220


With a copy to:


David Culpepper


Miller Nash, LLP


111 SW Fifth Avenue, Suite 3400


Portland, Oregon 97204


13.                               ATTORNEY FEES


In the event of any suit or
action or arbitration proceeding to enforce or interpret any provision of this
Agreement (or which is based on this Agreement), the prevailing party will be
entitled to recover, in addition to other costs, the reasonable attorney fees
incurred by the prevailing party in connection with such suit, action, or
arbitration, and in any appeal. The determination of who is the prevailing
party and the amount of reasonable attorney fees to be paid to the prevailing
party will be decided by the arbitrator or arbitrators (with respect to
attorney fees incurred prior to and during the arbitration proceedings) and by
the court or courts, including any appellate courts, in which the matter is
tried, heard, or decided, including the court which hears any exceptions made to
an arbitration award submitted to it for confirmation as a judgment (with
respect to attorney fees incurred in such confirmation proceedings).


14.                               GOVERNING LAW


This Agreement will be
construed in accordance with the laws of the state of Oregon, without regard to
any conflicts of laws rules. Any suit or action arising out of or in connection
with this Agreement, or any breach of this Agreement, must be brought and
maintained in the Multnomah County Circuit Court of the State of Oregon. The
parties irrevocably submit to the jurisdiction of such court for the purpose of
such suit or action and expressly and irrevocably waive, to the fullest extent
permitted by law, any claim that any such suit or action has been brought in an
inconvenient forum.



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15.                               GENERAL TERMS AND CONDITIONS


This Agreement constitutes
the entire understanding of the parties relating to the employment of Executive
by Corporation, and supersedes and replaces all written and oral agreements
heretofore made or existing by and between the parties relating to such
employment. Executive acknowledges that he has read and understood all of the
provisions of this Agreement, that the restrictions contained in
Sections 4 and 5.7 of this Agreement are reasonable and necessary for the
protection of Corporation’s business and that Executive entered into this
contract in connection with a bona fide advancement of Executive with
Corporation in that Executive was granted a long-term employment contract. This
Agreement will inure to the benefit of any successors or assigns of Corporation.
All captions used in this Agreement are intended solely for convenience of
reference and will in no way limit any of the provisions of this Agreement.


The
parties have executed this Employment Agreement as of the date stated above.




	
  

  	
   

  	
  RENTRAK CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Timothy J. Erwin

  	
   

  	
  Title:

  	
  Paul Rosenbaum,

  
	
   

  	
   

  	
   

  	
  Chief Executive Officer

  
						






 



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APPENDIX 6.3(a)(ii)


FORM OF

AGREEMENT AND RELEASE


THIS AGREEMENT AND RELEASE (“Release”)
is made on this      day of                    ,
     , by and between Rentrak
Corporation, an Oregon corporation (“Corporation”) and Timothy J. Erwin (“Executive”). Corporation and Executive
agree as follows:


1.                                      Payment to Executive.


(a)                                  Upon the execution of this Release, and after
expiration of the revocation period specified in Section 9 of this
Release, Corporation will commence payment of the applicable Monthly Severance
Payments described in Section 6 of Executive’s Employment Agreement dated
effective January 1, 2007 (the “Employment Agreement”), less normal deductions
and withholdings.


(b)                                 Executive specifically acknowledges and agrees
that Corporation has paid Executive all wages and other compensation and
benefits to which Executive is entitled except those described in Paragraph
1(a) of this Release and that the execution of this Release (and compliance
with the noncompetition provisions of Section 4 of the Employment Agreement)
are conditions precedent to Corporation’s obligation to make the Monthly
Severance Payments.


2.                                      Release by Executive.


Executive completely releases
and forever discharges Corporation and each of its past, present, and future
parent and subsidiary corporations and affiliates and each of their respective
past, present, and future shareholders, officers, directors, agents, employees,
insurers, successors, and assigns (collectively, the “Released Parties”), from
any and all claims, liabilities, demands, and causes of action of any kind,
whether statutory or common law, in tort, contract, or otherwise, in law or in
equity, and whether known or unknown, foreseen or unforeseen, in any way
arising out of, concerning, or related to, directly or indirectly, Executive’s
employment with Corporation, including, but not limited to, the termination of
Executive’s employment based on any act or omission on or prior to the
effective date of this Release, but not including (i) any claim for workers’
compensation or unemployment insurance benefits, (ii) any claims to enforce the
Employment Agreement, or (iii) any claims by Executive for indemnification or
insurance coverage relating to claims brought or asserted against Executive by
third parties arising from Executive’s employment with Corporation or status as
an officer, shareholder, and/or director of Corporation or any of its
subsidiaries. Without limiting the generality of the foregoing, this release
specifically includes, but is not limited to, a release of claims arising under
Title VII of the Civil Rights Act of 1964; the Age Discrimination in Employment
Act; the Americans with Disabilities Act; the Family and Medical Leave Act; the
Employee Retirement Income Security Act; the Worker Adjustment and Retraining
Notification Act; and ORS chapters 652, 653, and 659A, and any amendments to
any of such laws.


3.                                      Return of Corporation Property.


Executive represents and
warrants that Executive has returned to Corporation all property belonging to
Corporation, including, but not limited to, all documents or other media
containing confidential or proprietary information of Corporation (including
without limitation customer, production, and pricing information), and all
Corporation credit cards, keys, cellular telephones, and computer hardware and
software.


4.                                      No Liability or Wrongdoing.


Corporation specifically
denies any liability or wrongdoing whatsoever. Neither this Release nor any of
its provisions, terms, or conditions constitute an admission of liability or wrongdoing
or may be offered or received in evidence in any action or proceeding as
evidence of an admission of liability or wrongdoing.


5.                                      Severability.


If any provision of this
Release is found by any court to be illegal or legally unenforceable for any reason,
the remaining provisions of this Release will continue in full force and
effect.



 1
 









6.                                      Attorney Fees.


If any action is brought to
interpret or enforce this Release or any part of it, the prevailing party will
be entitled to recover from the other party its reasonable attorney fees and
costs incurred therein, including all attorney fees and costs on any appeal or
review.


7.                                      Choice of Law.


This Release will be governed
by the laws of the state of Oregon, without regard to its principles of
conflicts of laws.


8.                                      Consideration of Agreement.


Executive acknowledges that
Corporation has advised him in writing to consult with an attorney before
signing this Release and that he has been given at least 21 days to consider
whether to execute this Release. For purposes of this 21-day period, Executive
acknowledges that this Release was delivered to him on                 ,
20   , that the 21-day period will expire                 ,
20   , and that he may have until that date to consider the
Release.


9.                                      Revocation.


Executive may revoke this
Release by written notice, delivered to                  
within seven days following his date of signature as set forth below. This
Release becomes effective and enforceable after such seven-day period has
expired.


10.                               Knowing and Voluntary Agreement.


Executive acknowledges and
agrees that: (a) the only consideration for this Release is the consideration
expressly described in this document; (b) he has carefully read the entire
Release; (c) he has had the opportunity to review this Release and to have it
reviewed and explained to him by an attorney of his choosing; (d) he fully
understands the final and binding effect; and (e) he is signing this Release
voluntarily and with the full intent of releasing Corporation from all claims.


11.                               Miscellaneous.


The benefits of this Release
will inure to the successors and assigns of the parties. This is the entire
agreement between Executive and Corporation regarding the subject matter of
this Release and neither party has relied on any representation or statement,
written or oral, that is not set forth in this Release. Executive represents
and warrants that Executive has not assigned any claim that Executive may have
against the Released Parties to any person or entity.


RENTRAK
CORPORATION




	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Timothy J. Erwin

  
	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  Date:

  	
   

  
						






 


	
  STATE OF 

  	
  )

  	
   

  
	
   

  	
  )

  	
  SS

  
	
  COUNTY OF 

  	
  )

  	
   

  



 


This instrument was
acknowledged before me on                 ,
20     , by                                     .



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