-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SP6xKjsm6TRjKQs0FnAxlZJU/7aL/pIoGyvqSHab2Rrv3+mWJ9iBMF3kZTVOj5rE B77hNXoxsv6y8coBswp+YQ== 0000892917-10-000016.txt : 20100208 0000892917-10-000016.hdr.sgml : 20100208 20100208170953 ACCESSION NUMBER: 0000892917-10-000016 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20100208 DATE AS OF CHANGE: 20100208 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ROSENBAUM PAUL A CENTRAL INDEX KEY: 0001115667 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 7700 N.E. AMBASSADOR PL CITY: PORTLAND STATE: OR ZIP: 97220 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RENTRAK CORP CENTRAL INDEX KEY: 0000800458 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE DISTRIBUTION [7822] IRS NUMBER: 930780536 STATE OF INCORPORATION: OR FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-39481 FILM NUMBER: 10581632 BUSINESS ADDRESS: STREET 1: ONE AIRPORT CTR STREET 2: 7700 N E AMBASSADOR PL CITY: PORTLAND STATE: OR ZIP: 97220 BUSINESS PHONE: 5032847581 MAIL ADDRESS: STREET 1: 7700 NE AMBASSADOR PL CITY: PORTLAND STATE: OR ZIP: 97220 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL VIDEO INC DATE OF NAME CHANGE: 19881004 SC 13D 1 rc13drosenbaum100205.htm rc13drosenbaum100205.htm - Generated by SEC Publisher for SEC Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

------------------------------

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )

Rentrak Corporation

(Name of Issuer)

Common Stock, $.001 par value

(Title of Class of Securities)

760174 10 2

(CUSIP Number)

Paul A. Rosenbaum

Rentrak Corporation

7700 N.E. Ambassador Place

Portland, Oregon 97220-1393

Telephone: (503) 284-7581

(Name, Address, and Telephone Number of Person Authorized

to Receive Notices and Communications)

Copy to:

Mary Ann Frantz

Miller Nash LLP

111 S.W. Fifth Avenue, Suite 3400

Portland, Oregon 97204

Telephone: (503) 224-5858

December 31, 2009

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [x ].

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP 068463 10 8		Page 2 of 7 pages

	13D

1. Names of Reporting Persons

I.R.S. Identification Nos. of Above Persons (Entities Only)

Paul A. Rosenbaum

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2. Check the Appropriate Box if a Member of a Group

[ ] (a)

[ ] (b)

3. SEC Use Only

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4. Source of Funds

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5. [ ] Check Box if Disclosure of Legal Proceedings is

Required Pursuant to Item 2(d) or 2(e)

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6. Citizenship or Place of Organization

United States

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Number of Shares Beneficially Owned by Each Reporting Person With:

7. Sole Voting Power

574,683

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8. Shared Voting Power

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9. Sole Dispositive Power

574,683

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10. Shared Dispositive Power

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11. Aggregate Amount Beneficially Owned by Each Reporting Person

574,683

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CUSIP 068463 10 8

Page 3 of 7 pages

12. [ ] Check Box if the Aggregate Amount in Row 11 Excludes

Certain Shares

13. Percent of Class Represented by Amount in Row 11

5.2 percent

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14. Type of Reporting Person

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CUSIP 068463 10 8

Page 4 of 7 pages

Item 1. Security and Issuer.

The title of the class of equity securities to which this Schedule 13D (the "Statement") relates is common stock, $.001 par value ("Common Stock"), of Rentrak Corporation, an Oregon corporation (the "Company"). The address of the Company's principal executive offices is 7700 N.E. Ambassador Place, Portland, Oregon 97220-1393.

Item 2. Identity and Background.

(a)-(c), (f) This Statement is filed by Paul A. Rosenbaum, whose business address is 7700 N.E. Ambassador Place, Portland, Oregon 97220-1393. Mr. Rosenbaum's present principal occupation is Chairman of the Board of the Company. The Company is a multi-screen media measurement company serving the entertainment and advertising industries. The Company's address is set forth in Item 1. Mr. Rosenbaum is a citizen of the United States.

(d)-(e) During the last five years, Mr. Rosenbaum has not (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

Mr. Rosenbaum purchased 82,500 shares of Common Stock on August 8, 2007, pursuant to the exercise of an employee stock option for a total purchase price of $474,375. The source of funds for the purchase was Mr. Rosenbaum's personal funds. Mr. Rosenbaum also purchased 17,500 shares of Common Stock on August 21, 2007, pursuant to the exercise of an employee stock option for a total purchase price of $100,625, with the source of funds for the purchase being Mr. Rosenbaum's personal funds. Mr. Rosenbaum tendered 1,717 shares of Common Stock to the Company as partial payment of withholding taxes associated with the option exercises.

Item 4. Purpose of Transaction.

Mr. Rosenbaum may acquire or dispose of shares of Common Stock from time to time for personal reasons. Except in the ordinary course of acting in his capacity as Chairman of the Board of the Company, as of the date of this Statement, Mr. Rosenbaum has no present plans or proposals which relate to or would result in:

(a) The acquisition by any person of additional securities of the Company, other than grants to and exercises of employee stock options held by Mr. Rosenbaum from time to time, or the disposition of securities of the Company, other than by gift undertaken by Mr. Rosenbaum for charitable or tax planning purposes;

CUSIP 068463 10 8

Page 5 of 7 pages

(b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries;

(d) Any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

(e) Any material change in the present capitalization or dividend policy of the Company;

(f) Any other material change in the Company's business or corporate structure;

(g) Changes in the Company's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person;

(h) Causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i) A class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or

(j) Any action similar to any of those enumerated above.

Item 5. Interest in Securities of the Issuer.

(a)–(b) Mr. Rosenbaum has sole power to vote and sole power to dispose of 574,683 shares of Common Stock, or 5.2 percent (based on 10,561,662 shares outstanding at January 31, 2010) of the Common Stock, including 425,000 shares subject to employee stock options that are presently exercisable. No other stock options presently held by Mr. Rosenbaum will become exercisable by their terms in the next 60 days.

(d)-(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Except for the award agreements for employee stock options listed in Item 7, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between Mr. Rosenbaum and any other person with respect to any securities of the Company, including but not limited to transfer or voting of any of the securities, finders' fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

CUSIP 068463 10 8

Page 6 of 7 pages

Item 7. Material to be Filed as Exhibits.

99.1 Incentive Stock Option Agreement between Mr. Rosenbaum and the Company dated March 30, 2001. (Incorporated by reference to Exhibit 10.30 to the Company's Form 10-K filed on June 29, 2001.)

99.2 Non-Qualified Stock Option Agreement between Mr. Rosenbaum and the Company dated March 30, 2001. (Incorporated by reference to Exhibit 10.31 to the Company's Form 10-K filed on June 29, 2001.)

99.3 Incentive Stock Option Agreement between Mr. Rosenbaum and the Company dated February 9, 2005. (Incorporated by reference to Exhibit 10.17 to the Company's Form 10-K filed on June 13, 2005.)

99.4 Non-Qualified Stock Option Agreement between Mr. Rosenbaum and the Company dated February 9, 2005. (Incorporated by reference to Exhibit 10.18 to the Company's Form 10-K filed on June 13, 2005.)

99.5 Incentive Stock Option Agreement between Mr. Rosenbaum and the Company dated September 11, 2001.

99.6 Non-Qualified Stock Option Agreement between Mr. Rosenbaum and the Company dated September 11, 2001.

99.7 Incentive Stock Option Agreement between Mr. Rosenbaum and the Company dated August 20, 2003.

99.8 Non-Qualified Stock Option Agreement between Mr. Rosenbaum and the Company dated August 20, 2003.

99.9 Non-Qualified Stock Option Agreement between Mr. Rosenbaum and the Company dated October 10, 2008.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

Dated: February 4, 2010	/s/ Paul A. Rosenbaum
	Paul A. Rosenbaum

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations. (See 18 U.S.C. 1001.)

EX-99 2 rc13drosenbaumex99-5.htm EXHIBIT 99.5 rc13drosenbaumex99-5.htm - Generated by SEC Publisher for SEC Filing

Exhibit 99.5

RENTRAK CORPORATION

INCENTIVE STOCK OPTION AGREEMENT

THIS AGREEMENT, effective as of September 11, 2001, is made by and between Rentrak Corporation, an Oregon corporation (hereinafter referred to as “Company”), and Paul A. Rosenbaum, an employee of the Company (hereinafter referred to as “Employee”):

WHEREAS, the Company wishes to afford the Employee the opportunity to purchase additional shares of its $.001 par value Common Stock; and

WHEREAS, the Company has adopted the 1997 Equity Participation Plan of Rentrak Corporation (hereinafter referred to as “Plan”) (the terms of which are hereby incorporated by reference and made a part of this Agreement); and

WHEREAS, the Committee appointed to administer the Plan has determined that it would be to the advantage and best interest of the Company and its shareholders to grant the Incentive Stock Option (the "Option") provided for herein to the Employee as an inducement to remain in the service of the Company and as an incentive for increased efforts during such service;

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

ARTICLE I

GRANT OF OPTION

Section 1.1 ‑ Grant of Option

In consideration of the Employee’s agreement to remain in the employ of the Company or its Subsidiaries and for other good and valuable consideration, effective as of the date hereof, the Company irrevocably grants to the Employee an Option to purchase any part or all of an aggregate of 31,645 shares of its $.001 par value Common Stock upon the terms and conditions set forth in this Agreement.

Section 1.2 ‑ Purchase Price

The purchase price of the shares of Common Stock covered by the Option shall be $3.16 per share, without commission or other charge, subject to adjustment as provided in Section 9.3(a) of the Plan.

Section 1.3 ‑ Consideration to Company

In consideration of the granting of this Option by the Company, the Employee agrees to render faithful and efficient services to the Company or a Subsidiary, with such duties and responsibilities as the Company shall from time to time prescribe. Nothing in this Agreement or in the Plan shall confer upon the Employee any right to continue in the employ of the Company or any Subsidiary, or as a director of the Company, or shall interfere with or restrict in any way the rights of the Company and its Subsidiaries, which are hereby expressly reserved, to discharge the Employee at any time for any reason whatsoever, with or without cause.

- 1 -

Section 1.4 ‑ Adjustments in Option

The Committee shall make adjustments with respect to the Option in accordance with the provisions of Section 9.3 of the Plan; provided, however, that each such adjustment shall be made in such manner as not to constitute a “modification” within the meaning of Section 424(h)(3) of the Code, unless the Optionee consents to an adjustment which would constitute such a “modification”.

ARTICLE II

PERIOD OF EXERCISABILITY

Section 2.1 ‑ Commencement of Exercisability

(a) Subject to Sections 2.1(b) and 2.3, the Option shall become exercisable in full on August 30, 2002.

(b) No portion of the Option which is unexercisable at Termination of Employment shall thereafter become exercisable.

Section 2.2 ‑ Duration of Exercisability

Once the Option becomes exercisable pursuant to Section 2.1, it shall remain exercisable until it becomes unexercisable under Section 2.3.

Section 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 ten (10) years from the date the Option was granted; or

(b) If the Employee owned (within the meaning of Section 424(d) of the Code), at the time the Option was granted, more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Subsidiary or parent corporation thereof (within the meaning of Section 422 of the Code), the expiration of five (5) years from the date the Option was granted; or

(d) The expiration of three (3) months from the date of the Employee’s Termination of Employment by reason of his retirement or his being discharged not for good cause (for purposes of this Agreement, "good cause" means any act of fraud by the Employee, any act of dishonesty by the Employee involving the Company or its business, the Employee's conviction of or a plea of nolo contendere to a felony, or the commission of any act in direct or indirect competition with or materially detrimental to the best interests of the Company that is in breach of the Employee's fiduciary duties to the Company), unless the Employee dies within said three‑month period; or

(e) The expiration of one (1) year from the date of the Employee’s Termination of Employment by reason of his permanent and total disability (within the meaning of Section 22(e)(3) of the Code); or

(f) The expiration of one (1) year from the date of the Employee’s death; or

(g) Immediately following the Employee's Termination of Employment by reason of being discharged for good cause; or

- 2 -

(h) The effective date of either the merger or consolidation of the Company with or into another corporation, or the acquisition by another corporation or person of all or substantially all of the Company’s assets or eighty percent (80%) or more of the Company’s then outstanding voting stock, or the liquidation or dissolution of the Company, unless the Committee waives this provision in connection with such transaction. As soon as practicable prior to the effective date of such merger, consolidation, acquisition, liquidation or dissolution, the Committee shall give the Employee notice of such event if the Option has then neither been fully exercised nor become unexercisable under this Section 2.3.

Section 2.4 ‑ Adjustments to and/or Cancellation of the Option

Neither (i) the issuance of additional shares of stock of the Company in exchange for adequate consideration (including services), nor (ii) the conversion of outstanding preferred shares of the Company into Common Stock, shall 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 9.3(a) of the Plan. In the event the Committee shall determine that an event has occurred affecting the Company such that an adjustment to the Option under Section 9.3(a) of the Plan should be made but that it is not practical or feasible to make such an adjustment, such event shall be deemed a Terminating Event subject to the following paragraph.

Subject to Section 9.3(b)(vii) of the Plan, in the event of (a) the dissolution or liquidation of the Company, (b) a reorganization, merger, or consolidation of the Company with one or more corporations as a result of which the Company will not be a surviving corporation, (c) the sale of all or substantially all of the assets of the Company, (d) a sale or other transfer of more than eighty percent (80%) of the then outstanding shares of Common Stock of the Company, or (e) 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 shall 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 stoc k of, a successor corporation employing the 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 shall give notice of the determination to the 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, shall be binding upon the Employee. If the Committee determines that no assumption or substitution will be made, the Committee shall give notice of this determination to the Employee, whereupon the Employee shall have the right for a period of thirty (30) days following the notice to exercise in full or in part the unexercised and unexpired portion of this Option, without regard to the limitation on exercisability specified in Section 2.1(a) above. Upon the expiration of this thirty (30) day period, the Option shall expire to the extent not earlier exercised.

Section 2.5 - Special Tax Consequences

The Employee acknowledges that, to the extent that the aggregate Fair Market Value of stock with respect to which “incentive stock options” (within the meaning of Section 422 of the Code, but without regard to Section 422(d) of the Code), including the Option, are exercisable for the first time by the Employee during any calendar year (under the Plan and all other incentive stock option plans of the Company, any Subsidiary and any parent corporation thereof (within the meaning of Section 422 of the Code)) exceeds $100,000, such options shall be treated as Non-Qualified Options to the extent required by Section 422 of the Code. The Employee further acknowledges that the rule set forth in the preceding sentence shall be applied by taking options into account in the order in which they were granted. For purposes of these rules, the Fair Market Value of stock shall be determined as of the time the option with respect to such stock is granted.

ARTICLE III

EXERCISE OF OPTION

- 3 -

Section 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 shall be for not less than 100 shares and shall be for whole shares only.

Section 3.2 ‑ Manner of Exercise

The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Company'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 shall be signed by the Employee or other person then entitled to exercise the Option or such portion.

(b) Full payment to the Company for the shares with respect to which such Option or portion is exercised, which shall be:

(i) In cash; or

(ii) With the consent of the Committee, (A) shares of the Company’s Common Stock owned by the Employee, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery (and, if acquired from the Company, held for at least six months) equal to the aggregate purchase price of the shares as to which the Option is exercised, or (B) shares of the Company’s Common Stock issuable to the Employee upon exercise of the Option, with a Fair Market Value on the date of delivery equal to the aggregate purchase price of the shares as to which the Option is exercised; or

(ii) With the consent of the Committee, by delivery of a notice that the Employee has placed a market sell order with a broker with respect to shares of the Company’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 the Company 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 the Employee or other person then entitled to exercise such Option or portion as the Committee in its discretion, shall determine 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, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of the Option does not violate the Securities Act of 1933, and may issue stop‑transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsecti on (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, 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 the Company (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 the Company’s Common Stock owned by the Employee, duly endorsed for transfer, with a Fair Market Value equal to the sums required to be withheld, or (ii) shares of the Company’s Common Stock issuable to the 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.

- 4 -

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

Section 3.3 ‑ Rights as Shareholder

The holder of the Option shall not be, and shall not have any of the rights or privileges of, a shareholder of the Company in respect of any shares purchasable upon the exercise of any part of the Option unless and until certificates representing such shares shall have been issued by the Company to such holder.

ARTICLE IV

OTHER PROVISIONS

Section 4.1 ‑ Option Not Transferable

Neither the Option nor any interest or right therein or part thereof shall 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 therein or part thereof shall be liable for the debts, contracts or engagements of the Employee or his successors in interest or shall 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 shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.

Section 4.2 ‑ Shares to Be Reserved

The Company shall 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.

Section 4.3 ‑ Notices

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

Section 4.4 ‑ Titles

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

Section 4.5 ‑ Notification of Disposition

The Employee shall give prompt notice to the Company of any disposition or other transfer of any shares acquired under this Agreement if such disposition or transfer is made (a) within two (2) years from the date of granting the Option with respect to such shares or (b) within one (1) year after the transfer of such shares to him. Such notice shall specify the date of such disposition or other transfer and the amount realized, in cash, other property, assumption of indebtedness or other consideration, by the Employee in such disposition or other transfer.

- 5 -

Section 4.6 ‑ Construction

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

Section 4.7- Conformity to Securities Laws

The 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 shall 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 shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.

Section 4.8 – Definition of Terms

All capitalized terms used herein without definition have the meanings ascribed to such terms in the Plan.

IN WITNESS WHEREOF, this Agreement has been executed and delivered by the parties hereto.

	RENTRAK CORPORATION
	By	/s/ F. Kim Cox
		President

/s/ Paul A. Rosenbaum
(Paul A. Rosenbaum)

Address:

c/o Rentrak Corporation

7700 NE Ambassador Place

Portland, OR 97220

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

- 6 -

EX-99 3 rc13drosenbaumex99-6.htm EXHIBIT 99.6 rc13drosenbaumex99-6.htm - Generated by SEC Publisher for SEC Filing

Exhibit 99.6

RENTRAK CORPORATION

NON-QUALIFIED STOCK OPTION AGREEMENT

WHEREAS, the Company wishes to afford the Employee the opportunity to purchase additional shares of its $.001 par value Common Stock; and

WHEREAS, the Committee appointed to administer the Plan has determined that it would be to the advantage and best interest of the Company and its shareholders to grant the Non-Qualified Stock Option (the "Option") provided for herein to the Employee as an inducement to remain in the service of the Company and as an incentive for increased efforts during such service;

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

ARTICLE I.
GRANT OF OPTION

Section 1.1. - Grant of Option

In consideration of the Employee’s agreement to remain in the employ of the Company or its Subsidiaries and for other good and valuable consideration, effective as of the date hereof, the Company irrevocably grants to the Employee an Option to purchase any part or all of an aggregate of 168,355 shares of its $.001 par value Common Stock upon the terms and conditions set forth in this Agreement.

Section 1.2. - Purchase Price

The purchase price of the shares of Common Stock covered by the Option shall be $3.16 per share, without commission or other charge, subject to adjustment as provided in Section 9.3(a) of the Plan.

Section 1.3. ‑ Consideration to Company

Section 1.4. ‑ Adjustments in Option

The Committee shall make adjustments with respect to the Option in accordance with the provisions of Section 9.3 of the Plan.

- 1 -

ARTICLE II.

PERIOD OF EXERCISABILITY

Section 2.1. ‑ Commencement of Exercisability

(a) Subject to Sections 2.1(b) and 2.3, the Option shall become exercisable in full on August 30, 2002.

(b) No portion of the Option which is unexercisable at Termination of Employment shall thereafter become exercisable.

Section 2.2. ‑ Duration of Exercisability

Once the Option becomes exercisable pursuant to Section 2.1, it shall remain exercisable until it becomes unexercisable under Section 2.3.

Section 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 ten (10) years from the date the Option was granted; or

(b) The expiration of one (1) month from the date of the Employee’s voluntary Termination of Employment; or

(c) The expiration of three (3) months from the date of the Employee’s Termination of Employment by reason of his retirement or his being discharged not for good cause (for purposes of this Agreement, "good cause" means any act of fraud by the Employe e, any act of dishonesty by the Employee involving the Company or its business, the Employee's conviction of or a plea of nolo contendere to a felony, or the commission of any act in direct or indirect competition with or materially detrimental to the best interests of the Company that is in breach of the Employee's fiduciary duties to the Company), unless the Employee dies within said three‑month period; or

(d) The expiration of one (1) year from the date of the Employee’s Termination of Employment by reason of his permanent and total disability; or

(e) The expiration of one (1) year from the date of the Employe e’s death; or

(f) Immediately following the Employee's Termination of Employment by reason of being discharged for good cause; or

(g) The effective date of either the merger or consolidation of the Company with or into another corporation, or the acquisition by another corporation or person of all or substantially all of the Company’s assets or eighty percent (80%) or more of the Company’s then outstanding voting stock, or the liquidation or dissolution of the Company, unless the Committee waives this provision in connection with such transaction. As soon as practicable prior to the effective date of such merger, consolidation, acquisition, liquidation or dissolution, the Committee shall give the Employee notice of such event if the Option has then neither been fully exercised nor become unexercisable under this Section 2.3.

Section 2.4. ‑ Adjustments to and/or Cancellation of the Option

Neither (i) the issuance of additional shares of stock of the Company in exchange for adequate consideration (including services), nor (ii) the conversion of outstanding preferred shares of the Company into Common Stock, shall 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 9.3(a) of the Plan. In the event the Committee shall determine that an event has occurred affecting the Company such that an adjustment to the Option under

- 2 -

Section 9.3(a) of the Plan should be made but that it is not practical or feasible to make such an adjustment, such event shall be deemed a Terminating Event subject to the following paragraph.

Subject to Section 9.3(b)(vii) of the Plan, in the event of (a) the dissolution or liquidation of the Company, (b) a reorganization, merger, or consolidation of the Company with one or more corporations as a result of which the Company will not be a surviving corporation, (c) the sale of all or substantially all of the assets of the Company, (d) a sale or other transfer of more than eighty percent (80%) of the then outstanding shares of Common Stock of the Company, or (e) 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 shall 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 the 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 shall give notice of the determination to the 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, shall be binding upon the Employee. If the Committee determines that no assumption or substitution will be made, the Committee shall give notice of this determination to the Employee, whereupon the Employee shall have the right for a period of thirty (30) days following the notice to exercise in full or in part the unexercised and unexpired portion of this Option without regard to the limitation on e xercisability specified in Section 2.1(a) above. Upon the expiration of this thirty (30) day period, the option shall expire to the extent not earlier exercised.

ARTICLE III.
EXERCISE OF OPTION

Section 3.1. ‑ Partial Exercise

Section 3.2. ‑ Manner of Exercise

(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 shall be signed by the Employee or other person then entitled to exercise the Option or such portion.

(b) Full payment to the Company for the shares with respect to which such Option or portion is exercised, which shall be:

(i) In cash; or

(ii) With the consent of the Committee, (A) shares of the Company’s Common Stock owned by the Employee (and, if acquired from the Company, held for at least six months), duly endorsed for transfer to the Company, 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 the Company’s Common Stock issuable to the Employee upon exercise of the Option, with a Fair Market Value on the date of delivery equal to the aggregate purchase price of the shares as to which the Option is exercised; or

- 3 -

(iii) With the consent of the Committee, by delivery of a notice that the Employee has placed a market sell order with a broker with respect to shares of the Company’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 the Company 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 the Employee or other person then entitled to exercise such Option or portion, as the Committee in its discretion shall determine 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, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of the Option does not violate the Securities Act of 1933, and may issue stop‑transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of th is subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, 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 the Company (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 the Company’s Common Stock owned by the Employee, duly endorsed for transfer, with a Fair Market Value equal to the sums required to be withheld, or (ii) shares of the Company’s Common Stock issuable to the Employee upon exe rcise 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 shall be exercised pursuant to Section 4.1 by any person or persons other than the Employee, appropriate proof of the right of such person or persons to exercise the Option.

Section 3.3. - Rights as Shareholder

ARTICLE IV.
OTHER PROVISIONS

Section 4.1. ‑ Option Not Transferable

Section 4.2. ‑ Shares to Be Reserved

The Company shall 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.

Section 4.3. ‑ Notices

- 4 -

Section 4.4. ‑ Titles

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

Section 4.5.‑ Construction

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

Section 4.6. - Conformity to Securities Laws

Section 4.7 – Definition of Terms

All capitalized terms used herein without definition have the meanings ascribed to such terms in the Plan.

IN WITNESS WHEREOF, this Agreement has been executed and delivered by the parties hereto.

	RENTRAK CORPORATION
	By	/s/ F. Kim Cox
		President

/s/ Paul A. Rosenbaum
(Paul A. Rosenbaum)

Address:

c/o Rentrak Corporation

7700 NE Ambassador Place

Portland, OR 97220

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

- 5 -

EX-99 4 rc13drosenbaum100205ex99-7.htm EXHIBIT 99.7 rc13drosenbaum100205ex99-7.htm - Generated by SEC Publisher for SEC Filing

Exhibit 99.7

RENTRAK CORPORATION

INCENTIVE STOCK OPTION AGREEMENT

THIS AGREEMENT, effective as of August 20, 2003, is made by and between Rentrak Corporation, an Oregon corporation (hereinafter referred to as “Company”), and Paul A. Rosenbaum, an employee of the Company or a Subsidiary of the Company (hereinafter referred to as “Employee”):

WHEREAS, the Company wishes to afford the Employee the opportunity to purchase shares of its $.001 par value Common Stock; and

WHEREAS, the Company has adopted the 1997 Equity Participation Plan of Rentrak Corporation (hereinafter referred to as “Plan”); and

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

ARTICLE I

GRANT OF OPTION

Section 1.1 ‑ Grant of Option

In consideration of the Employee’s agreement to remain in the employ of the Company or its Subsidiaries and for other good and valuable consideration, effective as of the date hereof, the Company irrevocably grants to the Employee an Option to purchase any part or all of an aggregate of 14,727 shares of its $.001 par value Common Stock upon the terms and conditions set forth in this Agreement.

Section 1.2 ‑ Purchase Price

The purchase price of the shares of Common Stock covered by the Option shall be $6.89 per share, without commission or other charge, subject to adjustment as provided in Section 9.3(a) of the Plan.

Section 1.3 ‑ Consideration to Company

Section 1.4 ‑ Adjustments in Option

The Committee shall have authority to make adjustments or take other actions with respect to the Option in accordance with the provisions of Section 9.3 of the Plan; provided, however, that each such adjustment shall be made in such manner as not to constitute a “modification” within the meaning of Section 424(h)(3) of the Code, unless the Optionee consents to an adjustment which would constitute such a “modification”.

ARTICLE II

PERIOD OF EXERCISABILITY

Section 2.1 ‑ Commencement of Exercisability

(a) Subject to Sections 2.1(b) and 2.3, the Option shall become exercisable in full on August 20, 2004.

(b) No portion of the Option which is unexercisable at Termination of Employment shall thereafter become exercisable.

Section 2.2 ‑ Duration of Exercisability

Once the Option becomes exercisable pursuant to Section 2.1, it shall remain exercisable until it becomes unexercisable under Section 2.3.

Section 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 ten (10) years from the date the Option was granted; or

(e) The expiration of one (1) year from the date of the Employee’s Termination of Employment by reason of his permanent and total disability (within the meaning of Section 22(e)(3) of the Code); or

(f) The expiration of one (1) year from the date of the Employee’s death; or

(g) Immediately following the Employee's Termination of Employment by reason of being discharged for good cause; or

Section 2.4 ‑ Adjustments to and/or Cancellation of the Option

Subject to Section 9.3(b)(vii) of the Plan, in the event of (a) the dissolution or liquidation of the Company, (b) a reorganization, merger, or consolidation of the Company with one or more corporations as a result of which the Company will not be a surviving corporation, (c) the sale of all or substantially all of the assets of the Company, (d) a sale or other transfer of more than eighty percent (80%) of the then outstanding shares of Common Stock of the Company, or (e) 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 shall determine whether a provision will be made in connection with the Terminating Event for an appropriate assumption of the Option by, or sub stitution of appropriate new options covering stock of, a successor corporation employing the 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 shall give notice of the determination to the 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, shall be binding upon the Employee. If the Committee determines that no assumption or substitution will be made, the Committee shall give notice of this determination to the Employee, whereupon the Employee shall have the right for a period of thirty (30) days following the notice to exercise in full or in part the unexercised and unexpired portion o f this Option, without regard to the limitation on exercisability specified in Section 2.1(a) above. Upon the expiration of this thirty (30) day period, the Option shall expire to the extent not earlier exercised.

Section 2.5 - Special Tax Consequences

The Employee acknowledges that, to the extent that the aggregate Fair Market Value of stock with respect to which “incentive stock options” (within the meaning of Section 422 of the Code, but without regard to Section 422(d) of the Code), including the Option, are exercisable for the first time by the Employee during any calendar year (under the Plan and all other incentive stock option plans of the Company, any Subsidiary and any parent corporation thereof (within the meaning of Section 422 of the Code)) exceeds $100,000, such options shall be treated as Non-Qualified Options to the extent required by Section 422 of the Code. The Employee further acknowledges that the rule set forth in the preceding sentence shall be applied by taking options into account in the order in which they were granted. For purposes of these rule s, the Fair Market Value of stock shall be determined as of the time the option with respect to such stock is granted.

ARTICLE III

EXERCISE OF OPTION

Section 3.1 ‑ Partial Exercise

Section 3.2 ‑ Manner of Exercise

(b) Full payment to the Company for the shares with respect to which such Option or portion is exercised, which shall be:

(i) In cash; or

(ii) With the consent of the Committee, shares of the Company’s Common Stock owned by the Employee, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery (and, if acquired from the Company, held for at least six months) equal to the aggregate purchase price of the shares as to which the Option is exercised; or

(c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Employee or other person then entitled to exercise such Option or portion as the Committee in its discretion, shall determine 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, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of the Option does not violate the Securities Act of 1933, and may issue stop‑transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall 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) shall, however, 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.

Section 3.3 ‑ Rights as Shareholder

ARTICLE IV

OTHER PROVISIONS

Section 4.1 ‑ Option Not Transferable

Neither the Option nor any interest or right therein or part thereof shall 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 therein or part thereof shall be liable for the debts, contracts or engagements of the Employee or his successors in interest or shall 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 attem pted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.

Section 4.2 ‑ Shares to Be Reserved

The Company shall 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.

Section 4.3 ‑ Notices

Section 4.4 ‑ Titles

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

Section 4.5 ‑ Notification of Disposition

Section 4.6 ‑ Construction

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

Section 4.7- Conformity to Securities Laws

Section 4.8 – Incorporation of Terms of Plan and Definitions

The terms of the Plan are incorporated by reference herein and made a part of this Agreement. All capitalized terms used herein without definition have the meanings ascribed to such terms in the Plan.

IN WITNESS WHEREOF, this Agreement has been executed and delivered by the parties hereto.

RENTRAK CORPORATION

/s/ F. Kim Cox

F. Kim Cox, President

/s/ Paul A. Rosenbaum
Paul A. Rosenbaum

Address:

c/o Rentrak Corporation

7700 N.E. Ambassador Place

Portland, Oregon 97220

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

EX-99 5 rc13drosenbaum100205ex99-8.htm EXHIBIT 99.8 rc13drosenbaum100205ex99-8.htm - Generated by SEC Publisher for SEC Filing

Exhibit 99.8

RENTRAK CORPORATION

NON-QUALIFIED STOCK OPTION AGREEMENT

WHEREAS, the Company wishes to afford the Employee the opportunity to purchase shares of its $.001 par value Common Stock; and

WHEREAS, the Company has adopted the 1997 Equity Participation Plan of Rentrak Corporation (hereinafter referred to as “Plan”); and

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

ARTICLE I.
GRANT OF OPTION

Section 1.1. - Grant of Option

In consideration of the Employee’s agreement to remain in the employ of the Company or its Subsidiaries and for other good and valuable consideration, effective as of the date hereof, the Company irrevocably grants to the Employee an Option to purchase any part or all of an aggregate of 35,273 shares of its $.001 par value Common Stock upon the terms and conditions set forth in this Agreement.

Section 1.2. - Purchase Price

The purchase price of the shares of Common Stock covered by the Option shall be $6.89 per share, without commission or other charge, subject to adjustment as provided in Section 9.3(a) of the Plan.

Section 1.3. ‑ Consideration to Company

Section 1.4. ‑ Adjustments in Option

The Committee shall have authority to make adjustments or take other actions with respect to the Option in accordance with the provisions of Section 9.3 of the Plan.

- 1 -

ARTICLE II.

PERIOD OF EXERCISABILITY

Section 2.1. ‑ Commencement of Exercisability

(a) Subject to Sections 2.1(b) and 2.3, the Option shall become exercisable in full on August 20, 2004.

(b) No portion of the Option which is unexercisable at Termination of Employment shall thereafter become exercisable.

Section 2.2. ‑ Duration of Exercisability

Once the Option becomes exercisable pursuant to Section 2.1, it shall remain exercisable until it becomes unexercisable under Section 2.3.

Section 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 ten (10) years from the date the Option was granted; or

(b) The expiration of one (1) month from the date of the Employee’s voluntary Termination of Employment; or

(c) The expiration of three (3) months from the date of the Employee’s Termination of Employment by reason of his retirement or his being discharged not for good cause (for purposes of this Agreement, "good cause" means any act of fraud by the Employe e, any act of dishonesty by the Employee involving the Company or its business, the Employee's conviction of or a plea of nolo contendere to a felony, or the commission of any act in direct or indirect competition with or materially detrimental to the best interests of the Company that is in breach of the Employee's fiduciary duties to the Company), unless the Employee dies within said three‑month period; or

(d) The expiration of one (1) year from the date of the Employee’s Termination of Employment by reason of his permanent and total disability; or

(e) The expiration of one (1) year from the date of the Employe e’s death; or

(f) Immediately following the Employee's Termination of Employment by reason of being discharged for good cause; or

(g) The effective date of either the merger or consolidation of the Company with or into another corporation, or the acquisition by another corporation or person of all or substantially all of the Company’s assets or eighty percent (80%) or more of the Company’s then outstanding voting stock, or the liquidation or dissolution of the Company, unless the Committee waives this provision in connection with such transaction. As soon as practicable prior to the effective date of such merger, consolidation, acquisition, liquidation or dissolution, the Committee shall give the Employee notice of such event if the Option has then neither been fully exercised nor become unexercisable under this Section 2.3.

Section 2.4. ‑ Adjustments to and/or Cancellation of the Option

Neither (i) the issuance of additional shares of stock of the Company in exchange for adequate consideration (including services), nor (ii) the conversion of outstanding preferred shares of the Company into Common Stock, shall 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 9.3(a) of the Plan. In the event the Committee shall determine that an event has occurred affecting the Company such that an adjustment to the Option under

- 2 -

Section 9.3(a) of the Plan should be made but that it is not practical or feasible to make such an adjustment, such event shall be deemed a Terminating Event subject to the following paragraph.

Subject to Section 9.3(b)(vii) of the Plan, in the event of (a) the dissolution or liquidation of the Company, (b) a reorganization, merger, or consolidation of the Company with one or more corporations as a result of which the Company will not be a surviving corporation, (c) the sale of all or substantially all of the assets of the Company, (d) a sale or other transfer of more than eighty percent (80%) of the then outstanding shares of Common Stock of the Company, or (e) 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 shall 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 o f, a successor corporation employing the 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 shall give notice of the determination to the 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, shall be binding upon the Employee. If the Committee determines that no assumption or substitution will be made, the Committee shall give notice of this determination to the Employee, whereupon the Employee shall have the right for a period of thirty (30) days following the notice to exercise in full or in part the unexercised and unexpired portion of this Option without regard to the limitation on exer cisability specified in Section 2.1(a) above. Upon the expiration of this thirty (30) day period, the option shall expire to the extent not earlier exercised.

ARTICLE III.
EXERCISE OF OPTION

Section 3.1. ‑ Partial Exercise

Section 3.2. ‑ Manner of Exercise

(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 shall be signed by the Employee or other person then entitled to exercise the Option or such portion.

(b) Full payment to the Company for the shares with respect to which such Option or portion is exercised, which shall be:

(i) In cash; or

(ii) With the consent of the Committee, shares of the Company’s Common Stock owned by the Employee (and, if acquired from the Company, held for at least six months), duly endorsed for transfer to the Company, 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

- 3 -

(c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Employee or other person then entitled to exercise such Option or portion, as the Committee in its discretion shall determine 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, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of the Option does not violate the Securities Act of 1933, and may issue stop‑transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall 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) shall, however, 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 the Company (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 the Company’s Common Stock owned by the Employee, duly endorsed for transfer, with a Fair Market Value equal to the sums required to be withheld, or (ii) shares of the C ompany’s Common Stock issuable to the 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 shall be exercised pursuant to Section 4.1 by any person or persons other than the Employee, appropriate proof of the right of such person or persons to exercise the Option.

Section 3.3. - Rights as Shareholder

ARTICLE IV.
OTHER PROVISIONS

Section 4.1. ‑ Option Not Transferable

Section 4.2. ‑ Shares to Be Reserved

The Company shall 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.

Section 4.3. ‑ Notices

- 4 -

Section 4.4. ‑ Titles

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

Section 4.5.‑ Construction

This Agreement shall be administered, interpreted and enforced under the internal laws of the State of Oregon without regard to choice-of-law principles.

Section 4.6. - Conformity to Securities Laws

Section 4.7 – Incorporation of Terms of Plan and Definitions

IN WITNESS WHEREOF, this Agreement has been executed and delivered by the parties hereto.

RENTRAK CORPORATION

/s/ F. Kim Cox

F. Kim Cox, President

/s/ Paul A. Rosenbaum
Paul A. Rosenbaum

Address:

c/o Rentrak Corporation

7700 N.E. Ambassador Place

Portland, Oregon 97220

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

- 5 -

EX-99 6 rc13drosenbaum100205ex99-9.htm EXHIBIT 99.9 rc13drosenbaum100205ex99-9.htm - Generated by SEC Publisher for SEC Filing

Exhibit 99.9

AWARD AGREEMENT

for

NON-QUALIFIED STOCK OPTION

THIS AWARD AGREEMENT, effective as of October 10, 2008, is made by and between RENTRAK CORPORATION, an Oregon corporation (“Corporation”), and Paul A. Rosenbaum, 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 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 45,000 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 $11.10 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 any Subsidiary, with such duties and responsibilities as set forth in Employee's employment agreement with Corporation, if any. 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, if any.

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

- 1 -

1.5 Adjustments in Option. The Option is subject to adjustment as provided in 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 vest and become exercisable if the performance criteria set forth in Exhibit A are attained as of March 31, 2011. The actual date of vesting will be the date the Committee determines such criteria have been attained, which shall occur, if at all, no later than June 15, 2011. The performance criteria relate to the period from April 1, 2009, through March 31, 2011. The determination of whether the performance criteria have been met will be made by the Committee in its sole discretion. For purposes of this determination, the expense associated with the grant, vest ing, and settlement of nonqualified stock options and stock appreciation rights granted on October 10, 2008, will not be included in the computation of operating income. The Committee has the authority to make any appropriate adjustments, determined in its sole discretion, to the performance criteria upon the occurrence of a significant corporate event, including, but not limited to, the acquisition of one or more businesses, the disposition of assets outside the ordinary course of business, impairments of long-lived assets, the correction of an accounting error, or restatement of Corporation's financial statements.

(b) No portion of the Option which is unexercisable upon termination of Employee's employment with Corporation or any Subsidiary will subsequently become exercisable.

(c) Notwithstanding Section 2.1(a), the Option will become fully and immediately exercisable if an event occurs that constitutes a Change in Control of Corporation before the Option expires pursuant to Section 2.3. For purposes of this Agreement, "Change in Control" is defined as the first occurrence of any of the following:

(i) Any person (including any individual, corporation, limited liability company, partnership, trust, group, association, or other "person," as such term is used in Section 13(d)(3) or 14(d) of the Exchange Act) other than a trustee or other fiduciary holding securities under an employee benefit plan of Corporation, is or becomes a beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of Corporation representing more than 50 percent of the combined voting power of Corporation's then outstanding securities;

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

- 2 -

(iii) The shareholders of Corporation approve (i) a merger or consolidation of Corporation with any other corporation, other than a merger or consolidation which would result in the Voting Securities (defined as all issued and outstanding securities ordinarily having the right to vote at elections of Corporation's directors) of Corporation outstanding immediately prior to such transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) 50 percent or more of the combined voting power of the Voting Securities of Corporation or of such surviving entity outstanding immediately after such merger or consolidation, (ii) a plan of complete liquidation of Corporation, or (iii) an agreement for the sale or disposition by Corporation of all or substantially all of its assets.

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 determination of the Committee that the performance criteria set forth in Exhibit A have not been attained;

(b) August 30, 2011;

(d) 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 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 b e deemed a Terminating Event subject to the following paragraph.

(b) Subject to Section 13 of the Plan, in the event of a Change in Control of Corporation or the occurrence of 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.

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(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) In shares of Corporation’s Common Stock owned by Employee, 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

(iii) In shares of Corporation’s Common Stock issuable to Employee upon exercise of the Option, with a Fair Market Value on the date of delivery equal to the aggregate purchase price of the shares as to which the Option is exercised; or

(iv) By delivery of a notice that Employee has placed a market sell order with a broker with respect to shares 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.

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(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. Such payment may be, in whole or in part, in (i) cash, (ii) 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 (iii) 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.

(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 transfe r, 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.

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 add ress 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, and deposited (with postage prepaid) in a post office or branch post office regularly maintained by the United States Postal Service.

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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 th is 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

/s/ Paul A. Rosenbaum

Chief Executive Officer

/s/ Paul A. Rosenbaum
Paul A. Rosenbaum

Address:

One Airport Center

7700 N.E. Ambassador Place

Portland, Oregon 97220

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

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-----END PRIVACY-ENHANCED MESSAGE-----

ARTICLE I. GRANT OF OPTION

Section 1.1. - Grant of Option

Section 1.2. - Purchase Price

Section 1.3. ‑ Consideration to Company

Section 1.4. ‑ Adjustments in Option

ARTICLE II.

PERIOD OF EXERCISABILITY

Section 2.1. ‑ Commencement of Exercisability

Section 2.2. ‑ Duration of Exercisability

Section 2.3. ‑ Expiration of Option

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

(b) The expiration of one (1) month from the date of the Employee’s voluntary Termination of Employment; or

(d) The expiration of one (1) year from the date of the Employee’s Termination of Employment by reason of his permanent and total disability; or

(e) The expiration of one (1) year from the date of the Employe e’s death; or

Section 2.4. ‑ Adjustments to and/or Cancellation of the Option

Section 9.3(a) of the Plan should be made but that it is not practical or feasible to make such an adjustment, such event shall be deemed a Terminating Event subject to the following paragraph.

ARTICLE III. EXERCISE OF OPTION

Section 3.1. ‑ Partial Exercise

Section 3.2. ‑ Manner of Exercise

(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 shall be signed by the Employee or other person then entitled to exercise the Option or such portion.

(b) Full payment to the Company for the shares with respect to which such Option or portion is exercised, which shall be:

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

Section 3.3. - Rights as Shareholder

ARTICLE IV. OTHER PROVISIONS

Section 4.1. ‑ Option Not Transferable

Section 4.2. ‑ Shares to Be Reserved

Section 4.3. ‑ Notices

Section 4.4. ‑ Titles

Section 4.5.‑ Construction

Section 4.6. - Conformity to Securities Laws

ARTICLE I. GRANT OF OPTION

Section 1.1. - Grant of Option

Section 1.2. - Purchase Price

Section 1.3. ‑ Consideration to Company

Section 1.4. ‑ Adjustments in Option

ARTICLE II.

PERIOD OF EXERCISABILITY

Section 2.1. ‑ Commencement of Exercisability

Section 2.2. ‑ Duration of Exercisability

Section 2.3. ‑ Expiration of Option

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

(b) The expiration of one (1) month from the date of the Employee’s voluntary Termination of Employment; or

(d) The expiration of one (1) year from the date of the Employee’s Termination of Employment by reason of his permanent and total disability; or

(e) The expiration of one (1) year from the date of the Employe e’s death; or

Section 2.4. ‑ Adjustments to and/or Cancellation of the Option

Section 9.3(a) of the Plan should be made but that it is not practical or feasible to make such an adjustment, such event shall be deemed a Terminating Event subject to the following paragraph.

ARTICLE III. EXERCISE OF OPTION

Section 3.1. ‑ Partial Exercise

Section 3.2. ‑ Manner of Exercise

(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 shall be signed by the Employee or other person then entitled to exercise the Option or such portion.

(b) Full payment to the Company for the shares with respect to which such Option or portion is exercised, which shall be:

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

Section 3.3. - Rights as Shareholder

ARTICLE IV. OTHER PROVISIONS

Section 4.1. ‑ Option Not Transferable

Section 4.2. ‑ Shares to Be Reserved

Section 4.3. ‑ Notices

Section 4.4. ‑ Titles

Section 4.5.‑ Construction

Section 4.6. - Conformity to Securities Laws

ARTICLE I.
GRANT OF OPTION

ARTICLE III.
EXERCISE OF OPTION

ARTICLE IV.
OTHER PROVISIONS

ARTICLE I.
GRANT OF OPTION

ARTICLE III.
EXERCISE OF OPTION

ARTICLE IV.
OTHER PROVISIONS