Sample Business Contracts


Employment Agreement - Rentrak Corp. and Ronald Giambra

Employment Forms

  • Employers can customize an employment agreement that states the salary, benefits, working hours and other important provisions for their new or existing employee.
  • Answer simple questions to build a contract with a consultant. Specify the services rendered, when payment is due, as well as IP rights.
  • Employers who compensate their sales employees based on commissions can prepare an agreement to reduce misunderstandings by specifying the base salary and how commissions are calculated.
  • Companies may offer their business executives a contract that is different from the one provided to their regular employees. Executive employment agreements may be more complex because the compensation structure may include a combination of salary and commissions, provide for bonuses based on sales, stock or other financial targets, and include non-compete, confidentiality and severance provisions.
  • Independent sales representatives offer companies the potential to increase the sale of products or services without the burden of increasing headcount. Both parties should understand how commissions are calculated, when commissions will be paid, as well as how the representative will treat confidential information from the company and whether the representative may also sell a competing line of products or services.
  • More Employment Agreements

                              EMPLOYMENT AGREEMENT


       This  EMPLOYMENT  AGREEMENT is entered into effective as of July 1, 2002,
by and between  RENTRAK  CORPORATION,  an Oregon  corporation  ("Company"),  and
RONALD GIAMBRA ("Executive"). RECITALS

       Company  and  Executive  desire  to enter  into an  Employment  Agreement
setting forth the terms and conditions of Executive's  employment  with Company.
AGREEMENT

       In consideration of the mutual covenants and agreements set forth in this
Agreement, Company and Executive agree as follows:

       1. Employment

       1.1 Term.  Company agrees to employ Executive to serve as  Vice-President
of Company's  Theatrical  Operations division and to serve in such additional or
different  position or positions not inconsistent  with that position as Company
and Executive  mutually agree.  The term of employment will be for a period (the
"Employment  Period")  commencing  on the effective  date of this  Agreement and
expiring  June  30,  2005,  unless  earlier  terminated  as set  forth  in  this
Agreement.

       1.2  Duties and  Responsibilities.  Executive  will  report  directly  to
Christopher Aronson,  Senior  Vice-President of Company's Theatrical  Operations
Division.  Executive  will  perform  such  duties on behalf of  Company  and its
Theatrical Operations division as may be assigned from time to time by Company's
Senior Vice President - Theatrical Operations.

       1.3 Location.  The principal  locations at which  Executive  will perform
services for Company will be at Company's Theatrical Operations office in the in
Los  Angeles,  California,  area.  Executive  will do such  traveling  as may be
required  from  time  to  time  in the  performance  of his  duties  under  this
Agreement.

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


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<PAGE>

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

       2. Compensation

       2.1 Base Salary.  Executive will be paid a base salary ("Base Salary") at
the annual rate of $135,000 (effective May 1, 2002). The annual Base Salary will
be reviewed by the Company's Senior  Vice-President-Theatrical  Operations on or
before April 1 of each year (commencing in 2003), unless Executive's  employment
has been terminated  earlier  pursuant to this  Agreement,  to determine if such
Base  Salary  should be  increased  for the  following  year in  recognition  of
services to Company. 2.2 Payment.  Payment of all compensation to Executive will
be made in accordance with the relevant  Company policies in effect from time to
time, including normal payroll practices,  and will be subject to all applicable
employment and withholding taxes. 2.3 Bonuses. -------

               2.3.1 Annual Bonus.  Executive  will  participate,  together with
Company's other executives,  in Company's discretionary annual bonus program and
will be  eligible  to receive an annual  bonus in such  amounts,  if any, as are
determined by the Board in its discretion.

       3. Other Employment Benefits

       3.1 Business Expenses.  Upon submission of itemized expense statements in
the manner specified by Company, Executive will be entitled to reimbursement for
reasonable  travel and other  reasonable  business  expenses  duly  incurred  by
Executive in the  performance  of his duties under this  Agreement.  Executive's
travel expenses,  and all other expenditures by Executive in connection with his
services for  Company,  must be strictly in  accordance  with the budget for the
Theatrical Operations approved by Company. Executive will have an active role in
the creation and periodic revision of such budget.

       3.2 Benefit Plans. Executive will be entitled to participate in Company's
medical and dental plans, life and disability insurance plans, retirement plans,
and other benefit plans offered by Company to its executives  during the term of
this Agreement  (collectively  the "Benefit  Plans")  pursuant to the respective
terms and  conditions  of such Benefit  Plans.  Nothing in this  Agreement  will
preclude  Company or any affiliate of Company from  terminating  or amending any
Benefit Plan or benefit program from time to time.


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<PAGE>

       3.3  Personal  Time Off.  Executive  will  receive an annual grant of 208
hours of credit (or such higher  number of hours as are  credited  to  Company's
other executives) under Company's Personal Time Off (PTO) program.

       3.4 Stock Options.  Effective May 8, 2002,  Company granted  Executive an
option (the  "Option")  to purchase  10,000  shares of  Company's  common  stock
pursuant to the terms of Company's 1997 Equity  Participation Plan (the "Plan").
The  Option  will  be  evidenced  by  a  stock  option  agreement  (the  "Option
Agreement")  dated May 8, 2002 (the "Grant Date"),  subject to the provisions of
the Plan and the following terms and conditions:

          (a) The option purchase price is $ 5.73 per-share;

          (b) The Option is initially not  exercisable  and will vest and become
       exercisable in full on the first anniversary of the Grant Date;

          (c) The Option  will not  continue  to vest after  Executive's  death,
       disability, or termination of employment with Company for any reason;

          (d) The Option will be an incentive  stock option  (within the meaning
       of Internal Revenue Code ("IRC") ss. 422);

          (e) The Option will become fully and immediately  exercisable upon (i)
       a change in control of Company (as that term is defined in the Plan or in
       Executive's  Option  Agreement),  (ii) any  sale of all or a  substantial
       portion of Company's business operations,  (iii) a sale by Company of its
       Theatrical  Operations  business,  or (4) a  termination  of  Executive's
       employment  by Company  without Cause or by Executive for Good Reason (as
       those terms are defined in Section  4.3.2 and 4.5.2);  and

          (f) The Option will be subject to such other terms and  conditions  as
       determined  by  Company's  Compensation  Committee  and set  forth in the
       Option Agreement.

       4. Termination of Employment Prior to a Change in Control

       4.1 Death. Upon the death of Executive during the Employment Period, this
Agreement  will  automatically  terminate  and all rights of  Executive  and his
heirs,  executors and  administrators  to compensation  and other benefits under
this  Agreement  will  cease,  except  that  Executive's  heirs,  executors  and
administrators, as the case may be, will be entitled to:

          (a) Accrued Base Salary through Executive's date of death;

          (b) Other benefits under Benefit Plans to which Executive was entitled
       on Executive's date of death in accordance with the terms of such Benefit
       Plans,  including without  limitation  payment for all accrued and unused
       Person Time Off credits; and

          (c) The accrued but unpaid annual  bonus,  if any, for any fiscal year
       of Company ended prior to the date of death.

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<PAGE>


       4.2  Disability.  Company  may,  at  its  option,  terminate  Executive's
employment  under this  Agreement upon written notice to Executive if Executive,
because of physical or mental  incapacity  or  disability,  fails to perform the
essential functions of his position, with reasonable accommodation,  required of
him under this  Agreement  for a  continuous  period of 120 days or any 180 days
within any 12-month period.  Upon such termination during the Employment Period,
all  obligations  of the Company under this  Agreement  will cease,  except that
Executive will be entitled to:

          (a) Accrued Base Salary through the date of Executive's termination of
       employment;

          (b) Other benefits under Benefit Plans to which Executive was entitled
       upon such  termination of employment in accordance with the terms of such
       Benefit Plans,  including without  limitation payment for all accrued and
       unused Person Time Off credits; and

          (c) The accrued but unpaid annual  bonus,  if any, for any fiscal year
       ended prior to the date of such termination.

In the event of any dispute regarding the existence of Executive's incapacity or
disability, the matter will be resolved by the determination of an independent
physician to be selected by the Board. Executive agrees to submit to appropriate
medical examinations for purposes of such determination.

       4.3 Cause.

               4.3.1  Termination  for Cause.  The  Company  may, at its option,
terminate  Executive's  employment under this Agreement for Cause (as defined in
Section 4.3.2).  Any such termination for Cause must be authorized by the Board.
At least 60 days  prior to such  Board  authorization,  Executive  must be given
written  notice by the Board of the  claimed  bases for the  termination  of his
employment  for Cause and must be given the  opportunity  to appear  before  the
Board, with legal  representation,  to present arguments and evidence on his own
behalf.

               4.3.2  Definition.  As used in this  Agreement,  the term "Cause"
means:

          (a) Commission of an act of fraud, embezzlement, or theft constituting
       a felony; or

          (b) Willful  commission  of an act (or failure to take an action) that
       is intentionally  against the interest of Company and that causes Company
       material injury.

For purposes of this Agreement, Executive will not be deemed to be terminated
for Cause unless and until Company delivers to Executive a copy of a formal
resolution duly adopted by the affirmative vote of not less than two-thirds of
the entire membership of the Board at a meeting of the Board called and held for
this purpose (after reasonable notice to Executive and an opportunity for
Executive, together with his legal counsel, to attend and be heard before the


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<PAGE>

Board) expressly finding that in the good faith opinion of the Board Executive
was guilty of conduct constituting Cause as defined in this Section and
specifying in detail the particulars of such conduct.

               4.3.3 Effect on Other Remedies.  The exercise of the right of the
Company to terminate  this  Agreement  pursuant to this  Section  4.3.3 will not
abrogate the rights or remedies of the Company in respect of the actions  giving
rise to such termination.

               4.3.4 Effect of Termination for Cause. If the Company  terminates
Executive's  employment  for Cause,  all  obligations  of the Company under this
Agreement will cease, except that Executive will be entitled to the payments and
benefits specified in Sections 4.2(a) and 4.2(b).

       4.4 Termination  Without Cause. If during the Employment Period and prior
to a Change in Control (or more than two years  following a Change in  Control),
the Board  terminates  the  employment  of Executive for any reason other than a
reason set forth in Sections 4.1 (death), 4.2 (Disability),  or 4.3 (Cause), all
obligations  of the  Company  under  this  Agreement  will  cease,  except  that
Executive will be entitled to:

          (a) The payments and benefits specified in Sections 4.2(a) and 4.2(b);
       and

          (b) The accrued but unpaid annual  bonus,  if any, for any fiscal year
       ended prior to the date of such termination; and, in addition

          (c) Severance payments (the "Severance Payments") equal to the amounts
       described  in  either  paragraph  (i),  (ii),  or  (iii)  below,  payable
       contingent on Executive's execution of a comprehensive release (in a form
       to be drafted  by Company  and its  counsel)  of any and all claims  that
       Executive  may hold  through the date such  release is  executed  against
       Company or any of its  subsidiaries or affiliates.  Executive will not be
       entitled to Severance  Payments in the event the Employment Period is not
       extended or this Agreement is not renewed by Company.

                        (i)  In  the  event  that,  on or  before  the  date  of
                termination,  Company  has signed two of the  following  studios
                (Fox, Columbia,  Disney, Paramont, MGM, Universal, or Warner) to
                a theatrical  agreement  satisfactory to Company,  the Severance
                Payments  will be equal to either (at the election of Executive,
                subject to the  approval  of  Company):  (A) a  continuation  of
                Executive's  Base  Salary for two years,  payable in  accordance
                with Company's regular payroll  practices,  or (B) a single lump
                sum cash  payment  equal to 18  months  of Base  Salary  (net of
                applicable  taxes);

                        (ii) If  paragraph  (i) does not  apply,  the  Severance
                Payments  will  be  an  amount  equal  to  a   continuation   of
                Executive's Base Salary for

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<PAGE>

                six months, payable in accordance with Company's regular
                payroll practices; or

                        (iii) In the event such termination  (whether  paragraph
                (i) or paragraph  (ii) would  otherwise  apply) is in connection
                with a sale or closure by Company of its  Theatrical  Operations
                business, the Severance Payments will be equal to a continuation
                of Executive's Base Salary, payable in accordance with Company's
                regular  payroll  practices,   through  the  expiration  of  the
                Employment  Period or the expiration of two years  following the
                date of termination, which ever is greater.

During the period that Executive is receiving Severance Payments pursuant to
either paragraph (i), (ii), or (iii) of this Section 4.4(c), Company will pay
(or reimburse Executive for) Executive's cost for COBRA continuation of his
health insurance coverage at the same levels as he enjoyed prior to termination.

       4.5 Good Reason.

4.5.1 Termination for Good Reason. Executive may terminate his employment with
the Company prior to the end of the Employment Period for Good Reason (as
defined in Section 4.5.2) upon 60 days prior written notice to the Company (or
such shorter period as may be permitted by the Board). If Executive terminates
his employment under this Agreement for Good Reason during the Employment Period
and prior to a Change in Control, all obligations of the Company under this
Agreement will cease, except that Executive will be entitled to:

          (a) The payments and benefits specified in Sections 4.2(a) and 4.2(b);

          (b) The accrued but unpaid annual  bonus,  if any, for any fiscal year
       ended prior to the date of such termination; and

          (c) The Severance  Payments  described in Section 4.4,  subject to the
       release condition set forth in that Section.

               4.5.2  Definition.  As used in this  Agreement,  the  term  "Good
Reason" means the occurrence, without Executive's written consent, of any one or
more of the  following,  to the extent not cured within a  reasonable  period of
time (not to exceed  30 days)  after  written  notice  specifying  the basis for
Executive's  termination of employment pursuant to this Section 5(e) is given to
Company by Executive:

          (a) Any reduction in the Base Salary of Executive;

          (b) Any  reduction  in the  benefits,  taken as a whole,  provided  to
       Executive pursuant to the Benefit Plans;

          (c) Any  reduction  in the  Severance  Payments  or in the events upon
       which such payments are to be made to Executive under this Agreement;


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<PAGE>

          (d) Any reduction or elimination  of Executive's  right to participate
       in Company's annual bonus program or the 1997 Equity  Participation  Plan
       (or  any  successor  or  similar  annual  bonus  program  or  stock-based
       compensation plan);

          (e) Any  diminution  in the title or  position or  reporting  level of
       Executive; or

          (f) Any significant  diminution in the  responsibilities of Executive,
       as set forth in this Agreement.

       4.6  Voluntary  Termination  Other Than For Good  Reason.  Executive  may
voluntarily  terminate  his  employment  with  Company  prior  to the end of the
Employment  Period for any reason  other than a reason set forth in Section  4.5
upon 60 days prior written  notice to the Company (or such shorter period as may
be permitted by the Board). If Executive  voluntarily  terminates his employment
pursuant  to this  Section  4.6,  all  obligations  of the  Company  under  this
Agreement will cease, except that Executive will be entitled to the payments and
benefits specified in Sections 4.2(a) and 4.2(b).

       4.7  Cooperation.  After notice of termination and prior to the effective
date of  termination,  Executive  will  cooperate  with  Company,  as reasonably
requested by Company, to effect a transition of Executive's responsibilities and
to ensure that Company is aware of all matters being handled by Executive.

       5. Effect Of Change In Control

       5.1 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  unless the
events  leading  to such  condition  have been  approved  by  two-thirds  of the
directors of Company then in office:

          (a) Any  "person"  (as that term is  defined in  Section  3(a)(9)  and
       13(d)(3)  of  the  Securities  Exchange  Act of  1934,  as  amended  (the
       "Exchange  Act"),  other  than  a  trustee  or  other  fiduciary  holding
       securities  under an employee  benefit  plan of Company,  is or becomes a
       beneficial owner (within the meaning of Rule 13d-3  promulgated under the
       Exchange  Act),   directly  or  indirectly,   of  securities  of  Company
       representing 25 percent or more of the combined voting power of Company's
       then outstanding securities;

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

          (c) The  shareholders of Company approve a merger or  consolidation of
       Company with any other corporation,  other than a merger or consolidation
       which  would  result in the  voting  securities  of  Company  outstanding
       immediately prior to such transaction  continuing to represent (either by
       remaining outstanding or by being converted into

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<PAGE>

       voting  securities of the surviving entity) at least 75 percent of the
       combined  voting  power of the  voting  securities  of Company or of such
       surviving   entity   outstanding   immediately   after  such   merger  or
       consolidation,  or the shareholders of Company approve a plan of complete
       liquidation  of Company or an agreement  for the sale or  disposition  by
       Company of all or substantially all of its assets.

       "Excise  Tax" means a tax imposed by IRC ss.  4999(a),  or any  successor
provision,  with respect to "excess parachute  payments" as described in IRC ss.
280G(b).

       "Other  Agreement" means a plan,  arrangement,  or agreement  pursuant to
which an Other Payment is made.

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

       5.2 Compensation Upon Termination  Following a Change in Control.  In the
event of  Company's  termination  of Executive  without  Cause,  or  Executive's
termination of employment  with Company for Good Reason,  at any time within two
years following a Change in Control during the Employment Period, Executive will
be entitled to the payments  described in Section 4.4; provided,  however,  that
the Severance  Payments described in Section 4.4 will be equal to a continuation
of Executive's  Base Salary  through the  expiration of two years  following the
date of termination.  The payments and benefits payable to Executive pursuant to
this Section 5.2 in connection  with a Change in Control of Company are referred
to as the "Change in Control Payments."

       5.3 Reduction in Change in Control Payments to Avoid Excess Parachute Tax
Payments.

               5.3.1  Reduction.  In the  event  that any  portion  of the Total
Payments  payable to Executive in connection with a Change in Control of Company
would  constitute an "excess  parachute  payment"  within the meaning of IRC ss.
280G(b)  that is  subject  to an Excise  Tax,  the  Change in  Control  Payments
otherwise  payable under this Agreement will be reduced to the extent  necessary
to avoid such  excise  tax if, and only if,  such  reduction  would  result in a
larger  after-tax  benefit to  Executive,  taking into  account  all  applicable
federal, state, and local income


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<PAGE>

and excise taxes, until either (i) no portion of the Total Payments are subject
to such Excise Tax or (ii) the Change in Control Payments are reduced to zero.

               5.3.2 Application. For purposes of this limitation:

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

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

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

          (d)  Executive  agrees  to  provide  Tax  Counsel  with all  financial
       information necessary to determine the after-tax consequences of payments
       of Change in Control Payments for purposes of determining  whether, or to
       what extent,  Change in Control  Payments  are to be reduced  pursuant to
       this Section 5.3; and

          (e) The  value of any  noncash  benefit  or any  deferred  payment  or
       benefit  included  in the Total  Payments,  and  whether  or not all or a
       portion of any payment or benefit is a  "parachute  payment" for purposes
       of  this  Section  5.3,  will  be  determined  by  Company's  independent
       accountants in accordance with the principles of IRC ss. 280(G)(d)(3) and
       (4).

               5.3.3  Effect on Other  Agreements.  In the event  that any Other
Agreement  has a  provision  that  requires  a  reduction  in the Other  Payment
governed by such Other  Agreement  to avoid or  eliminate  an "excess  parachute
payment"  for  purposes  of IRC ss.  280G,  the  reduction  in Change in Control
Payments  pursuant to this Section 5.3 will be given effect before any reduction
in the Other Payment  pursuant to the Other  Agreement.  To the extent possible,
Company and Executive agree that reductions in benefits under any plan, program,
or  arrangement  of Company  will be reduced  (only to the extent  described  in
Section 5.3.1) in the following order of priority:

          (a) Change in Control Payments under this Agreement;  (b) Benefit Plan
       benefit continuation; and

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

       6. No Mitigation

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<PAGE>


       In  the  event  Company  makes  payments  to  Executive  pursuant  to any
provision  of  this   Agreement   following  a  termination  of  his  employment
relationship  with Company,  Executive will not be required to mitigate  damages
with respect to the amount of any such payments by seeking  other  employment or
otherwise,  nor will the amount of any such payments  pursuant to this Agreement
be reduced by any  compensation  earned or received by  Executive as a result of
employment by another employer.

       7. Confidential Information

       7.1 Definition.  "Confidential  Information" is all nonpublic information
relating  to  Company 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  Company  has agreed to treat as  confidential.  Examples  of  Confidential
Information  include,  without  limitation,  marketing plans,  customer lists or
other customer information,  product design and manufacturing  information,  and
financial information. Confidential Information does not include any information
that (i) is within the public  domain  other than as a result of  disclosure  by
Executive  in violation  of this  Agreement,  (ii) was, on or 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.

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

       7.3 Ownership.  Executive acknowledges that all Confidential  Information
will continue to be the  exclusive  property of Company (or the third party that
disclosed  it to  Company),  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 Company.

       7.4 Nondisclosure and Nonuse.  Unless authorized or instructed in advance
in writing by  Company,  or  required by law (as  determined  by licensed  legal
counsel),  Executive  will not,  except as required  in the course of  Company'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.


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<PAGE>


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

       7.6 Duration.  The  obligations set forth in this Section 7 will continue
beyond  the  term of  employment  of  Executive  by  Company  and for so long as
Executive possesses Confidential Information.

       8. Exclusive Employment

       During employment with Company, Executive will not do anything to compete
with Company's  present or contemplated  business,  nor will he plan or organize
any competitive  business activity.  Executive will not enter into any agreement
which  conflicts with his duties or  obligations to Company.  Executive will not
during  his  employment  or within  one year  after it ends,  without  Company's
express  written  consent,  directly or  indirectly,  solicit or  encourage  any
employee, agent, independent contractor,  supplier, customer,  consultant or any
other  person  or  company  to  terminate  or  alter  any  existing  contractual
relationship with Company.

       9. Assignment and Transfer

       Executive's   rights  and  obligations   under  this  Agreement  are  not
transferable by assignment or otherwise, and any purported assignment,  transfer
or delegation of such rights or  obligations  will be void.  This Agreement will
inure to the benefit of, and be binding upon and  enforceable  by, any purchaser
of  substantially  all of  Company's  assets,  any  successor  to Company or any
assignee from Company or such successor.

       10. No Inconsistent Obligations

       Executive is aware of no  obligations,  legal or otherwise,  inconsistent
with  the  terms  of this  Agreement  or with his  undertaking  employment  with
Company.  Executive  will not disclose to Company,  or use, or induce Company to
use,  any  proprietary  information  or  trade  secrets  of  others.   Executive
represents   and  warrants  that  he  or  she  has  returned  all  property  and
confidential information belonging to all prior employers.

       11. Miscellaneous

       11.1  Governing  Law. This Agreement will be governed by and construed in
accordance with the laws of the State of California without regard
to conflict of law principles.


                                       11
<PAGE>


       11.2 Entire Agreement.  This Agreement  contains the entire agreement and
understanding  between the parties and supersedes  any prior or  contemporaneous
written  or  oral  agreements,   representations  and  warranties  between  them
respecting the subject matter of this Agreement.

       11.3 Amendment. This Agreement may be amended only by a writing signed by
Executive and by a duly authorized representative of Company.

       11.4 Severability.  If any term, provision, covenant or condition of this
Agreement,  or the  application  of  any  such  term,  provision,  covenant,  or
condition  to  any  person,  place  or  circumstance,  is  held  to be  invalid,
unenforceable or void, the remainder of this Agreement and such term, provision,
covenant or condition as applied to other persons, places and circumstances will
remain in full force and effect.

       11.5  Construction.  The  headings  and  captions of this  Agreement  are
provided for  convenience  only and are intended to have no effect in construing
or interpreting this Agreement. The language in all parts of this Agreement will
be in all cases construed  according to its fair meaning and not strictly for or
against Company or Executive.

       11.6  Rights  Cumulative.  The  rights  and  remedies  provided  by  this
Agreement  are  cumulative,  and the  exercise  of any right or remedy by either
party (or by his or its successor),  whether pursuant to this Agreement,  to any
other agreement, or to law, will not preclude or waive its right to exercise any
or all other rights and remedies.

       11.7 Nonwaiver.  No failure or neglect of either party in any instance to
exercise any right,  power or privilege  under this  Agreement or under law will
constitute a waiver of any other right, power or privilege or of the same right,
power or  privilege in any other  instance.  All waivers by either party must be
contained in a written  instrument signed by the party to be charged and, in the
case of Company, by an officer of Company (other than Executive) or other person
duly authorized by Company.

       11.8 Equitable  Remedies for Breach. The parties agree that, in the event
of breach or  threatened  breach of any  covenants of  Executive,  the damage or
imminent  damage to the value and the  goodwill of  Company's  business  will be
inestimable,  and  that  therefore  any  remedy  at law or in  damages  will  be
inadequate.  Accordingly,  the parties  agree that  Company  will be entitled to
injunctive  relief  against  Executive in the event of any breach or  threatened
breach of any of such  provisions by Executive,  in addition to any other relief
(including damages) available to Company under this Agreement or under law.


                                       12
<PAGE>


       11.9  Notices.  Any  notice,  request,  consent or  approval  required or
permitted to be given under this Agreement or pursuant to law will be sufficient
if in  writing,  and if and when sent by  certified  or  registered  mail,  with
postage prepaid, to Executive's residence (as noted in Company's records), or to
Company's principal office, as the case may be.

       11.10  Assistance  in  Litigation.   Executive  will,  during  and  after
termination of employment,  upon reasonable notice, furnish such information and
proper  assistance  to  Company  as may  reasonably  be  required  by Company in
connection  with  any  litigation  in  which  it or any of its  subsidiaries  or
affiliates is, or may become a party;  provided,  however,  that such assistance
following  termination  will be  furnished at mutually  agreeable  times and for
mutually agreeable compensation.

       11.11  Attorneys' Fees. In the event of any suit or action or arbitration
proceeding to enforce or interpret any provision of this  Agreement (or which is
based on this Agreement),  the prevailing party will be entitled to recover,  in
addition to other costs,  reasonable  attorneys'  fees in  connection  with such
suit,  action,  arbitration,  and in any appeal. The determination of who is the
prevailing party and the amount of reasonable  attorneys' fees to be paid to the
prevailing party will be decided by the arbitrator or arbitrators  (with respect
to attorneys' fees incurred prior to and during any 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 attorneys' fees incurred in any such judicial proceedings).

       The parties have duly  executed  this  Agreement  effective as of July 1,
2002.

RENTRAK CORPORATION                          EXECUTIVE:


By
  ----------------------------               --------------------------------
Name:                                        Ronald Giambra
      ------------------------
Title:
       -----------------------


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