This Amended and Restated Employment Agreement ("Agreement") is entered into as of January 1, 2004, between KENNETH M. PAPAGAN("Executive") and RENTRAK CORPORATION, an Oregon corporation ("Corporation").


        1.1    Original Agreement; Employment Position.

        1.2    Term.

        1.3    Duties.    During the Term, Executive will serve in an executive capacity as the Executive Vice President—New Business and Strategic Planning. Executive will report directly to Corporation's Chief Executive Officer. Executive will be responsible for new business development and strategic planning and such other or different duties on behalf of Corporation as may be assigned from time to time by Corporation's Chief Executive Officer or Corporation's 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.    Except as expressly provided in this Section, 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, except as approved in advance by Corporation's Chief Executive Officer, 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.

        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.



        2.1    Base Salary.    As compensation for services under this Agreement, Corporation will pay to Executive a base salary of $250,000 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. (In no event will Executive's base salary be payable less often than monthly.) 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 (commencing in 2005), unless Executive's employment has been terminated earlier pursuant to this Agreement, to determine if such base salary should be increased (but not decreased) for the following fiscal year in recognition of services to Corporation.

        2.2    Bonus Compensation.

        2.3    Equity-Based Compensation.

        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. Corporation is in the process of evaluating new or additional health insurance carriers. In the event that Corporation is unable to arrange health insurance coverage reasonably satisfactory to Executive, Corporation will provide Executive with, or will reimburse Executive for the cost of, coverage under a supplemental health insurance plan or an individual health insurance plan; provided that such plan or reimbursement amounts are approved in advance by Corporation.

        2.5    Expenses.    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. In connection with the extension of Executive's employment, Corporation will reimburse Executive for reasonable expenses, to be negotiated in advance in good faith, for (a) further moving expenses for additional possessions to Portland, and (b) expenses associated with sale of Executive's existing residence and purchase of a new residence.


        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; provided that Executive has knowledge that Corporation has agreed to treat such information 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 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 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's Chief Executive Officer, or required by law (as determined by licensed legal counsel or judicial or quasi-judicial order), 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.



        4.1    Competitive Entity.

        4.2    Covenant.    During the Term 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:

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.


        Executive's employment under this Agreement will terminate prior to the end of the Term 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 becomes eligible to receive a "Total Disability Monthly Benefit" under Corporation's long-term disability insurance program.

        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) a material breach of this Agreement by Executive; (b) Executive's refusal, failure, or inability to comply with any of the material and lawful policies or standards of Corporation or to perform any material job duties of Executive


set forth in this Agreement; (c) any act of fraud by Executive, (d) any material act of dishonesty by Executive involving Corporation or its business; or (e) Executive's conviction of or a plea of nolo contendere to a felony; provided that Cause will not include any actions or circumstances constituting Cause under (a) or (b) above if Executive cures such actions or circumstances within 30 days of receipt of written notice from Corporation setting forth the actions or circumstances constituting Cause.

        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:

For purposes of paragraph (c)(i) of this Section, if Corporation becomes a subsidiary of another corporation or entity and Executive retains his position as Executive Vice President of such subsidiary but not of the new parent entity, such change will constitute a substantial adverse alteration in the nature or status of Executive's title, position, duties, or reporting responsibilities.

        5.5    Termination by Corporation Without Cause.    Corporation may terminate Executive's employment with Corporation without Cause at any time by written notice to Executive.

        5.6    Termination by Executive Without Good Reason.    Executive may terminate Executive's employment with Corporation other than for Good Reason at any time by written notice to the Secretary 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:



        6.1    Death or Disability.    Upon termination of Executive's employment pursuant to Section 5.1 or Section 5.2, all obligations of Corporation under this Agreement will cease, except that Executive will be entitled to:

In the event of Executive's death, the payments described in this Section 6.1 will be payable to the death beneficiary designated by Executive in writing for purposes of this Agreement. If there is no effective death beneficiary designation, Executive's death beneficiary will be the personal representative of Executive's estate.

        6.2    Termination Without Cause or by Executive for Good Reason; Nonrenewal of Term.


        6.3    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.


        7.1    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:

        "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.

        7.2    Compensation Upon Termination Following a Change in Control.



        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 seek specific performance, or to seek any other form of injunctive relief, to enforce its rights under Sections 3 or 4 of this Agreement. Such remedies will be in addition to any other remedy available to Corporation at law or in equity.



        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.


        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.

11.    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, with a copy to:

Weissmann, Wolff, Bergman, Coleman, Grodin & Evall, LLP
9665 Wilshire Boulevard
Suite 900
Los Angeles, California 90212
Attn: Mr. Alan L. Grodin Esq.

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 C. Culpepper
Miller Nash LLP
111 SW Fifth Avenue
Suite 3400
Portland, Oregon 97204


        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 therefrom. 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).


        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 Circuit Courts of the State of Oregon. The parties hereby irrevocably submit to the jurisdiction of such court for the purpose of such suit or action and hereby 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.



        This Agreement and the Option Agreement constitute the entire understanding of the parties relating to the employment of Executive by Corporation, and supersede and replace all written and oral agreements heretofore made or existing by and between the parties relating thereto. 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.


Kenneth M. Papagan






APPENDIX 6.2.1(b)


        THIS AGREEMENT AND RELEASE ("Release") is made on this    day of                        , 200    , by and between Rentrak Corporation, an Oregon corporation ("Corporation") and Kenneth M. Papagan ("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                        , 2002 (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 hereby 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 any claim for workers' compensation or unemployment insurance benefits. 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.

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.





Kenneth M. Papagan


STATE OF                          )
  ) SS
COUNTY OF                          )

This instrument was acknowledged before me on                         , 20    , by Kenneth M. Papagan.




Notary Public for                                                  



My commission expires:                                                  


Source: OneCLE Business Contracts.