-----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, CE55mivdyNo7JLCQjrb8pgyIw2UgD4IQCqvTRqako/xxmFYQyXuVWTRbBs2aA6IT 3pM2/bPdfUQiCkro6Cs5ww== 0000892917-05-000014.txt : 20050126 0000892917-05-000014.hdr.sgml : 20050126 20050126160952 ACCESSION NUMBER: 0000892917-05-000014 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20050125 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050126 DATE AS OF CHANGE: 20050126 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15159 FILM NUMBER: 05550257 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 8-K 1 rc8-k125.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 25, 2005 --------------- RENTRAK CORPORATION (Exact name of registrant as specified in charter) Oregon (State or other jurisdiction of incorporation) 0-15159 93-0780536 (Commission File Number) (IRS Employer Identification No.) One Airport Center 7700 N.E. Ambassador Place Portland, Oregon 97220 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (503) 284-7581 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS. On January 25, 2005, Rentrak Corporation (the "Company") entered into a Separation Agreement and Mutual Release of Claims (the "Separation Agreement") and a Consulting Agreement with F. Kim Cox in connection with his resignation, effective January 25, 2005, as President and Secretary of the Company. Material terms of each agreement, copies of which are filed as Exhibits 10.1 and 10.2 to this report and incorporated by reference, are described below. Separation Agreement Under the Separation Agreement, Mr. Cox has agreed to receive the monthly payments under the Consulting Agreement described below in lieu of monthly and lump sum payments otherwise provided for in his employment agreement with the Company dated April 1, 2004. The Company will pay the premiums for medical, dental, life, and disability insurance comparable to coverage provided to Mr. Cox while he was an employee through March 31, 2007, unless the Consulting Agreement is terminated earlier by the Company for cause. The Separation Agreement provides accommodations to assist Mr. Cox in exercising a portion of his vested options to purchase shares of the Company's common stock. The accommodations include the extension of a loan by the Company to Mr. Cox in the amount of $750,000. The loan will be required to be repaid in full with accrued interest by May 15, 2005, and will bear interest at the annual rate of 2.78%, which will increase to 12.78% if the loan is not repaid when due. The terms of the loan are set forth in a Loan Agreement and related Promissory Note (forms of which are exhibits to the Separation Agreement included as Exhibit 10.1 to this report) that will be entered into on February 2, 2005. The Separation Agreement also imposes weekly volume limits on Mr. Cox's sale of shares of the Company's common stock on the open market through the term of the Consulting Agreement. Consulting Agreement Mr. Cox has agreed to provide up to 20 hours of consulting services per month in exchange for a monthly fee of $25,000 through the term of the Consulting Agreement. The Consulting Agreement will terminate on March 31, 2007, unless terminated earlier by the Company for cause (including failure to repay the loan described above when due, breach of noncompete and confidentiality obligations contained in the Consulting Agreement, or material acts of dishonesty involving the Company) or by Mr. Cox for any reason. The Consulting Agreement contains confidentiality and noncompete provisions similar to those included in Mr. Cox's employment agreement. If Mr. Cox dies or becomes disabled prior to March 31, 2007, Rentrak will continue to pay monthly fees under the Consulting Agreement until the earlier of March 31, 2007, or a specified portion of the remaining term. -2- ITEM 7.01 REGULATION FD DISCLOSURE. On January 26, 2005, the Company issued a press release announcing a new corporate structure, including creation of separate "PPT" and "Information Services" operating divisions and corresponding management and organizational changes. A copy of the press release is furnished as Exhibit 99.1 to this report and incorporated by reference. In connection with the new corporate structure, the Company will begin reporting revenues and operating profits for each division separately, starting in the quarter ending June 30, 2006. The Company has no current plans to sell any business units. The Company is seeking a new general manager for the Information Services Division but does not anticipate other personnel hiring at this time as a result of the new corporate structure. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits The following exhibits are filed with this report on Form 8-K: 10.1 Separation Agreement and Mutual Release of Claims between the Company and F. Kim Cox dated January 25, 2005. 10.2 Consulting Agreement between the Company and F. Kim Cox dated January 25, 2005. The following exhibit is furnished with this report on Form 8-K: 99.1 Press release dated January 26, 2005, announcing new corporate structure. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. RENTRAK CORPORATION Dated: January 26, 2005 By: /s/ Paul A. Rosenbaum --------------------------- Paul A. Rosenbaum Chairman and Chief Executive Officer EX-10 2 rc8-ksep.txt 10.1 SEPARATION AGREEMENT EXHIBIT 10.1 SEPARATION AGREEMENT AND MUTUAL RELEASE OF CLAIMS 1. PARTIES The parties to this Separation Agreement and Mutual Release of Claims ("Agreement") are F. Kim Cox ("Employee") and Rentrak Corporation, an Oregon corporation ("Employer"). 2. RECITALS By mutual agreement and subject to the provisions of this Agreement, Employee has resigned all offices that he holds with Employer or any of its subsidiaries or affiliated entities effective January 25, 2005, and Employer and Employee desire to terminate Employee's employment on a mutually agreeable basis. Employee and Employer therefore agree as follows: 3. EFFECTIVE DATE OF TERMINATION Employee's employment with Employer is terminated effective as of 5 p.m. Pacific Standard Time on February 15, 2005 (the "Termination Date"). 4. CONSULTING AGREEMENT Contingent on the execution and nonrevocation of this Agreement, Employer and Employee are concurrently entering into a separate consulting agreement (the "Consulting Agreement") in the form attached hereto as Exhibit A. 5. INSURANCE BENEFITS (a) Employee will elect continuation of group medical and dental insurance coverage for Employee under COBRA. Employer will reimburse Employee for one-half of the premium costs incurred by Employee for COBRA coverage until Employee's COBRA coverage ends or Employee is eligible to receive medical and dental insurance benefits under another employer-provided plan, whichever occurs first. If, at the end of Employee's maximum COBRA coverage period, Employee is not eligible to receive medical or dental insurance benefits under another employer-provided plan, Employer will reimburse Employee for one-half of the premium costs incurred by Employee for comparable medical and dental insurance benefits, up to a maximum of $600 per month, from the end of Employee's maximum COBRA coverage period until March 31, 2007. (b) Employer will pay the premiums due under the life insurance and disability insurance policies in place with respect to Employee as of January 25, 2005, or policies providing equivalent coverage, so as to continue such coverage through March 31, 2007. Employer acknowledges that Employee's disability insurance policy as of the Termination Date is with Northwestern Mutual. -1- (c) Employer's obligations to provide insurance benefits under this Section 5 will terminate in the event that the Consulting Agreement is terminated by Employer for "Cause" (as defined therein). 6. PROFIT SHARING PLAN Employee is a participant in Employer's profit sharing plan, and retains rights under that plan as determined by the plan document and the federal statute ERISA. As Employee will not be an employee of Employer on March 31, 2005, Employee will not be entitled to any contribution under Employer's profit sharing plan for the fiscal year then ending. 7. PROVISIONS REGARDING VESTED OPTIONS (a) Employee holds stock options to purchase a total of 328,307 shares of Employer's common stock, all of which are fully vested. (b) The Compensation Committee of Employer's Board of Directors (the "Committee") has approved resolutions and Employer has taken all necessary action to permit the following actions: (i) The delivery by Employee of up to 25,381 shares of Employer's common stock that he currently owns to pay the exercise price of a portion of Employee's stock options outstanding and unexercised under Employer's 1986 Second Amended and Restated Stock Option Plan as amended May 19, 2000 (the "1986 Plan"); and (ii) The extension of a loan by Employer to Employee in connection with the exercise of the remaining amount of Employee's stock options outstanding and unexercised under the 1986 Plan in a total amount not to exceed $750,000. (c) The Committee has determined that the change in Employee's status from an employee to an independent contractor pursuant to the simultaneous establishment of a consulting relationship between Employee and Employer under the terms of the Consulting Agreement will not constitute a Termination of Employment as that term is defined in Employer's 1997 Equity Incentive Plan (the "1997 Plan"), such that all outstanding and unexercised stock options held by Employee under the 1997 Plan will remain exercisable until the earliest to occur of the following events: (i) The date that the Consulting Agreement is terminated by Employer for "Cause" as defined therein; or (ii) Thirty days after the date the Consulting Agreement is terminated by Employee for any reason other than death, disability, or breach of the Consulting Agreement by Employer; or (iii) The expiration of one year following the date of Employee's death or disability; or (iv) June 30, 2007. -2- The Committee has further determined that, as a result of its determination in the preceding sentence, all stock options presently held by Employee that were granted under the 1997 Plan as incentive stock options will cease to be incentive stock options by reason of its action and that Employee's change in status from an employee to an independent contractor will not constitute a Termination of Employment as to those options despite the fact that such change will interrupt Employee's employment for purposes of Section 422(a)(2) of the Internal Revenue Code and applicable regulations and revenue rulings thereunder. In the event that any or all of the Committee's determinations are incorrect and result in a loss to Employee, Employer agrees to indemnify Employee for any loss incurred. (d) On February 2, 2005, Employer will extend a loan to Employee in connection with Employee's exercise of a portion of his outstanding options granted under the 1986 Plan in the amount of $750,000; provided that Employee executes loan documents in the form attached as Exhibit B at the request of Employer. (e) Employee agrees that, for as long as the Consulting Agreement remains in effect, he will not sell more than 10,000 shares of Employer's common stock in the open market during a single calendar week without the prior written authorization of Employer; provided that following completion of such sale of 10,000 shares, Employee may sell up to 5,000 additional shares in the open market on each trading day during the same calendar week as long as such shares are sold at a price that is not less than the opening sales price for Employer's common stock on the first trading day of such calendar week. (f) As of the date of this Agreement, Employer acknowledges and agrees that Employee will not be subject to Employer's Insider Trading Policy other than the requirement that Employee must comply with all applicable provisions of the federal and state securities laws. Employer will cooperate with Employee and Employee's broker, Morgan Keegan, with regard to the exercise of Employee's stock options under the 1986 Plan and 1997 Plan and, subject to Section 7(e) above, Employer will permit and assist Employee in using the broker-assisted cashless method of exercising all of Employee's options under the 1997 Plan and Employee's options under the 1986 Plan other than those exercised using the proceeds of the loan referred to in Section 7(d) above or by delivering shares of Employer common stock that Employee already owns. Subject to the limitations and restrictions set forth in this Agreement, Employer will act in good faith and will not impede, limit, or restrict Employee with regard to the exercise of Employee's options under the 1986 Plan and the 1997 Plan or the sale of shares of Employer common stock acquired upon such exercise. 8. EMPLOYMENT AGREEMENT The Amended and Restated Employment Agreement between Employee and Employer dated as of April 1, 2004 (the "Employment Agreement"), is terminated and of no further effect, except as provided in Sections 11 and 14 herein and Section 7.3 of the Consulting Agreement, and except that (a) Employee will be entitled to the payments and other benefits specified in Sections 6.1(a), 6.1(d), and 6.1(e) of the Employment Agreement as of the Termination Date and (b) Employee is entitled to reimbursement of expenses incurred prior to the Termination Date as provided in Section 2.5 of the Employment Agreement. -3- 9. MUTUAL RELEASE OF ALL CLAIMS (a) Release by Employee. (i) Subject to the provisions of Section 14 hereof, Employee hereby completely releases and forever discharges Employer 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, Employee's employment with Employer, including, but not limited to, the termination of Employee's employment based on any act or omission on or prior to the Termination Date, but not including (1) any claim for workers' compensation or unemployment insurance benefits or (2) any claim arising out of Employer's obligations under this Agreement or the Consulting Agreement. 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. (ii) Employee's release does not include, and expressly excludes, (1) any release of Employee's right to indemnification that currently exists, and (2) any accrued rights under any and all benefit plans. (b) Release by Employer. Subject to the provisions of Section 14 hereof, as material inducement to Employee to enter into this Agreement, Employer hereby irrevocably releases Employee and each of Employee's heirs, successors, and assigns, from any and all claims, liabilities, promises, agreements, damages, debts, and expenses (including attorneys' fees and costs actually incurred) of any nature whatsoever, known or unknown, contingent or noncontingent, based upon any act or failure to act of Employee during Employee's employment with Employer. (c) Reaffirmation of Releases. Employee and Employer will each execute documents reaffirming their respective releases set forth above in substantially the form set forth in Exhibit C hereto and exchange delivery of such releases by February 16, 2005. 10. INDEMNIFICATION; DIRECTORS' AND OFFICERS' INSURANCE (a) Indemnification. Employer acknowledges and confirms that during the term of the Consulting Agreement, Employee will continue to be entitled to indemnification as a former officer and employee of Employer following the Termination Date to the extent provided in Article VIII of Employer's Amended and Restated Articles of Incorporation and Article 10 of Employer's Bylaws, each as in effect on the date Employee signs this Agreement. (b) Directors' and Officers' Liability Insurance. For a period of three years after the Termination Date, Employer will maintain, at no expense to Employee, the current policies of -4- directors' and officers' liability insurance and fiduciary liability insurance, if any, in respect of acts or omissions occurring at or prior to the Termination Date (including the transactions contemplated by this Agreement). If Employer's existing insurance expires, is terminated, or is cancelled during such three-year period, Employer will obtain directors' and officers' liability insurance with comparable coverage for the remainder of such period, on terms and conditions no less advantageous to Employee than Employer's existing directors' and officers' liability insurance, covering current or former directors and officers who are currently covered by Employer's existing directors' and officers' or fiduciary liability insurance policies. 11. REMEDIES Employer agrees that if Employer breaches this Agreement or the Consulting Agreement, Employee will be entitled to all of the payments, benefits, and other terms described in Sections 6.2.1 and 6.2.2 of the Employment Agreement for termination without cause (as defined therein). Such remedy will be in addition to any other remedy available to Employee at law or in equity; provided, however, that any monthly fee received under the Consulting Agreement pursuant to Section 3 therein will be credited against such amounts owed. 12. NO ACTION FILED Employee has not asserted and Employee will not assert in any forum any claims that are released by this Agreement. Employer has not asserted and Employer will not assert in any forum any claims that are released by this Agreement. 13. RETURN OF COMPANY PROPERTY Both parties confirm that all property of Employer, such as lap top computers, facsimile machines, cell phones, keys, credit cards, and proprietary documents have been returned to Employer. 14. EXECUTION AND REVOCATION If Employee accepts and signs this Agreement, he will receive a loan and other benefits that he would not otherwise be entitled to receive. Employee received a copy of this Agreement on January 14, 2005. Employee may take up to twenty-one (21) days from receipt of this Agreement to consider whether to accept and sign this Agreement. If Employee signs this Agreement, Employee may revoke this Agreement, by delivering a revocation in writing to Paul Rosenbaum at Employer within seven (7) days after signing it. If not revoked under the preceding sentence, this Agreement will become effective and enforceable on the eighth (8th) day after Employee signs it. No insurance benefits will be provided under Section 5 of this Agreement and the Consulting Agreement referenced in Section 4 will not become effective until that revocation period has expired. If revoked, then Employee's resignation will also be deemed revoked, and the Employment Agreement will remain in full force and effect, with Employee's absence constituting an approved paid leave taken at Employer's request. Employee and Employer are each advised to consult with their respective attorneys before signing this Agreement. -5- 15. NO LIABILITY OR WRONGDOING This Agreement is not an admission by Employer or Employee of any liability or wrongdoing. 16. 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 Employee, to his residence at: Kim Cox With a copy to: Joy Ellis Garvey Schubert Barer 121 SW Morrison Street, Suite 1100 Portland, Oregon 97204 and (ii) if to Employer, to the address of the principal office of Employer, at: Rentrak Corporation One Airport Center 7700 N.E. Ambassador Place Portland, Oregon 97220 Attention: Paul Rosenbaum With a copy to: Mary Ann Frantz Miller Nash LLP 111 S.W. Fifth Avenue, Suite 3400 Portland, Oregon 97204 17. DISCLOSURE OF TERMINATION/REFERENCES (a) The parties agree that Employee is leaving Employer on good terms. Employer agrees to issue the press release attached hereto as Exhibit D within four business days after Employee signs this Agreement. Employer agrees that any disclosure by Employer regarding Employee's termination or Employee, including but not limited to any in-house announcement, additional press release or statutorily-required disclosure, will be non-disparaging and consistent with the statements made in Exhibits D and E. -6- (b) As further consideration for the signing of this Agreement, Employer agrees to execute a letter of referral in the form attached hereto as Exhibit E. In response to reference inquiries, Employer will respond by providing a copy of Exhibit E to the party making the inquiry. Employer further agrees to place a memorandum in Employee's personnel file stating as follows: "In the event that an inquiry from a potential employer concerning this employee is made, such employer will be provided a copy of the letter of referral attached hereto or the language of the letter of referral may be read to the employer over the telephone. This is the only information that will be released." Employer agrees to instruct its Human Resource personnel and its Executive Team to comply with the terms of the memorandum. 18. ATTORNEY FEES In the event of any suit or action or arbitration proceeding to enforce or interpret any provision of this Agreement (or which is based on this Agreement), the prevailing party will be entitled to recover, in addition to other costs, the reasonable attorney fees incurred by the prevailing party in connection with such suit, action, or arbitration, and in any appeal 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). 19. GOVERNING LAW This Agreement will be construed in accordance with the laws of the state of Oregon, without regard to any conflicts of laws rules. Any suit or action arising out of or in connection with this Agreement, or any breach of this Agreement, must be brought and maintained in the 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. 20. CONSTRUCTION OF AGREEMENT Each of the parties has reviewed and had the opportunity to negotiate the terms of this Agreement. The rule of construction that ambiguities are to be resolved against the drafting party will not be applied in interpreting this Agreement. Titles and headings in this Agreement are used for convenience only and are not intended to and will not in any way enlarge, define, limit, or extend the rights or obligations of the parties or affect the interpretation of this Agreement. The provisions of this Agreement are severable, and if any provision of this Agreement is held invalid or unenforceable, it will be enforced to the maximum extent permissible, and the remaining provisions of this Agreement will continue in full force and effect. -7- 21. MISCELLANEOUS The benefits of this Agreement will inure to the successors, heirs, and assigns of the parties. The considerations for this Agreement are the mutual promises described in this Agreement, which are acknowledged to be sufficient consideration. Each party executes this Agreement voluntarily. The parties acknowledge that the terms of this Agreement are contractual and that they understand its terms. RENTRAK CORPORATION By: /s/ Paul. A. Rosenbaum /s/ F. Kim Cox ---------------------------------- ---------------------------------- Paul A. Rosenbaum F. Kim Cox Title: Chief Executive Officer Date: January 25, 2005 Date: January 25, 2005 STATE OF OREGON ) ) SS COUNTY OF MULTNOMAH ) This instrument was acknowledged before me on January 25, 2005, by F. Kim Cox. Sara K. Bell ------------------------------------------ Notary Public for Oregon My commission expires: 11/18/2008 -------------------- -8- EXHIBIT B LOAN AGREEMENT THIS LOAN AGREEMENT (as amended, supplemented, or modified from time to time, the "Loan Agreement") is dated as of February 2, 2005, and is between F. KIM COX (the "Borrower") and RENTRAK CORPORATION, an Oregon corporation (the "Company"). This Loan Agreement is made in connection with the Company's 1986 Second Amended and Restated Stock Option Plan, as amended May 19, 2000 (the "1986 Plan"). All terms not otherwise defined in this Loan Agreement have the meanings given such terms in the 1986 Plan. The parties agree as follows: 1. Purchase and Loan. (a) The Borrower agrees, on the terms and conditions set forth in this Loan Agreement, to borrow funds from the Company in the amount of $750,000.00 (the "Loan") and to use all of the proceeds of the Loan to exercise a portion of Borrower's stock options outstanding and unexercised under the 1986 Plan and to pay applicable withholding taxes in connection with the exercise of such options. (b) The Company agrees, on the terms and conditions set forth in this Loan Agreement, to make the Loan to the Borrower. The Loan will be evidenced by, and repayable in accordance with, a single promissory note in the form of Exhibit A to this Loan Agreement, appropriately completed (the "Note"). 2. Borrower Representations. The Borrower represents and warrants to the Company as follows: (a) This Loan Agreement constitutes a valid and binding agreement of the Borrower, enforceable against the Borrower in accordance with its terms, except as (i) the enforceability of the Loan Agreement may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally, and (ii) the availability of equitable remedies may be limited by equitable principles of general applicability. (b) The Borrower is aware of his responsibilities under federal and state securities laws and will cooperate with the Company to take reasonable steps to ensure compliance therewith at all times. 3. Company Representations. The Company represents and warrants to the Borrower as follows: (a) This Loan Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as (i) the enforceability of the Loan Agreement may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally, and (ii) the availability of equitable remedies may be limited by equitable principles of general applicability. (b) The Company will take reasonable steps to assist the Borrower in complying with federal and state securities laws. 4. Loan Amount. The amount of the Loan shall equal Seven Hundred Fifty Thousand Dollars and No Cents ($750,000.00), which amount shall be disbursed to the Borrower on the date of this Loan Agreement. 5. Events of Default. (a) For purposes of this Loan Agreement an Event of Default occurs when: (i) The Borrower fails to make any payment upon the date on which such payment becomes due under the terms of the Note, or (ii) The Borrower fails to observe or perform any covenant or agreement contained in this Loan Agreement for ten days after written notice of such failure has been given to the Borrower by the Company. (b) Upon the occurrence of an Event of Default, the Company will have the rights and remedies set forth in the Note. The rights and remedies provided in this Loan Agreement and in the Note are cumulative and not exclusive of any rights or remedies provided by law. An Event of Default under Section 5(a)(i) will also constitute "Cause" as that term is defined in a Consulting Agreement dated January 25, 2005, between the Borrower and the Company. 6. Miscellaneous. (a) No failure or delay by the Company in exercising any right, power, or privilege under this Loan Agreement will operate as a waiver of any such right, power, or privilege, nor will any single or partial exercise of any right, power, or privilege preclude any other or further exercise of such right, power, or privilege or the exercise of any other right, power, or privilege. (b) This Loan Agreement may be amended only in a writing signed by the Borrower and the Company. Any waiver must be in a writing signed by the waiving party. (c) The provisions of this Loan Agreement will be binding upon and inure to the benefit of the parties and their respective successors and assigns. This Loan Agreement will not be transferable by the Borrower except by will, by the laws of descent and distribution, or pursuant to a qualified domestic relations order. (d) If any provision of this Loan Agreement is determined to be invalid and unenforceable in any jurisdiction, then, to the fullest extent permitted by law, (i) the other provisions of this Loan Agreement will remain in full force and effect in such jurisdiction and will be liberally construed in favor of the Company in order to carry out the intentions of the parties as nearly as may be possible, and (ii) the invalidity or unenforceability of any provision of this Loan Agreement in any jurisdiction will not affect the validity or enforceability of such provision in any other jurisdiction. (e) Except as otherwise expressly provided herein, this Loan Agreement constitutes the entire understanding of the parties relating to the Loan and supersedes and replaces all written and oral agreements previously made or existing by and between the parties relating to the Loan. 7. Governing Law. This Loan Agreement will be governed by and construed in accordance with the laws of the State of Oregon, without application of Oregon conflict of law rules. IN WITNESS WHEREOF, the parties hereto have caused this Loan Agreement to be duly executed as of the day and year first above written. BORROWER -------------------------------------------- F. Kim Cox RENTRAK CORPORATION By --------------------------------------- Print Name -------------------------------- Title --------------------------------------- Exhibit A to EXHIBIT B PROMISSORY NOTE Portland, Oregon February 2, 2005 FOR VALUE RECEIVED, F. KIM COX (the "Maker") promises to pay to RENTRAK CORPORATION (the "Company") the principal sum of Seven Hundred Fifty Thousand Dollars and No Cents ($750,000.00), together with interest from the date of this Note at the rate of 2.78% per annum, compounded annually, subject to adjustment as provided below. This Note is payable at the corporate offices of the Company at 7700 N.E. Ambassador Place, One Airport Center, Portland, Oregon 97220, or at such other place as the Company may designate in writing from time to time. This Note is issued pursuant to a Loan Agreement between the Maker and the Company (the "Loan Agreement"). All terms not otherwise defined in this Note will have the meanings given such terms in the Loan Agreement. 1. Prepayments. The Maker may prepay this Note, in whole or in part, at any time without penalty. Optional prepayments will be applied first to the repayment of principal and then to the payment of accrued but unpaid interest. 2. Due Date. The entire unpaid balance of the principal and accrued interest will be due and payable on May 15, 2005. 3. Default. If any payment due under this Note is not made upon the date on which such payment becomes due, or if the Maker is declared or adjudicated to be bankrupt by a United States Bankruptcy Court, the Maker will be in default under this Note and the Loan Agreement. Upon the occurrence of a default under this Note or the Loan Agreement, the entire unpaid principal balance of this Note and all accrued but unpaid interest, will, at the option of the Company, become immediately due and payable together with interest from the date of default at the rate of 12.78% per annum, compounded annually. The rights and remedies provided herein will be cumulative and not exclusive of any rights or remedies provided by law. 4. Severability. If any provision of this Note is determined to be invalid and unenforceable in any jurisdiction, then, to the fullest extent permitted by law, (i) the other provisions of this Note will remain in full force and effect in such jurisdiction and will be liberally construed in favor of the Company in order to carry out the intentions of the parties as nearly as may be possible, and (ii) the invalidity or unenforceability of any provision of this Note in any jurisdiction will not affect the validity or enforceability of such provision in any other jurisdiction. 5. No Waivers. No failure or delay by the Company in exercising any right, power, or privilege hereunder will operate as a waiver of such right, power, or privilege nor will any single or partial exercise of any right, power, or privilege preclude any other or further exercise of such right, power, or privilege or the exercise of any other right, power, or privilege. 6. Miscellaneous. Presentment, demand, protest, and notices of dishonor and of protest are hereby waived by the Maker to the extent permitted by law. The Maker agrees that he will pay, to the extent permitted by law, all expenses incurred in collecting this obligation, including reasonable attorney's fees at trial and on appeal, should this obligation or any part of this obligation not be paid as and when due. This Note is non-negotiable. 7. Governing Law. This Note will be governed by, and construed in accordance with, the laws of the State of Oregon, without application of Oregon conflict of law rules. MAKER ----------------------------------------- F. Kim Cox EX-10 3 rc8-kexconsult.txt 10.2 CONSULTING AGREEMENT EXHIBIT 10.2 CONSULTING AGREEMENT This Consulting Agreement ("Agreement") is entered into between F. Kim Cox ("Consultant") and Rentrak Corporation, an Oregon corporation ("Rentrak"), on January 25, 2005. Consultant and Rentrak agree as follows: 1. SERVICES 1.1 Engagement. Consultant will provide consulting services as needed during regular business hours regarding (1) Rentrak's currently-pending arbitration with 3PF; and (2) Rentrak's strategic planning and business development issues, as assigned from time to time by the Chief Executive Officer of Rentrak during the term of this Agreement, not to exceed twenty (20) hours per month. 1.2 Location and Notice. Consultant may perform the consulting services at such locations as Consultant may choose. Consultant will be reasonably available by telephone during regular business hours and will keep Rentrak advised of the telephone number at which he may be contacted; provided that Rentrak will accommodate Consultant's vacation plans (with reasonable prior notice), sickness, and partial disability. Rentrak will provide reasonable notice of the services needed. Subject to Section 1.1 herein, the parties will act in good faith to mutually accommodate Consultant's availability to provide services and Rentrak's need for these services. 1.3 Expenses. Rentrak will reimburse Consultant for all expenses actually incurred by Consultant in connection with Consultant's services pursuant to receipts submitted therefor. 1.4 Outside Activities. Nothing in this Agreement prevents Consultant from providing services for other parties during the term of this Agreement, or becoming employed by another company, provided the services are not rendered in violation of Section 4 or 5 of this Agreement. 2. TERM This Agreement will be effective for a term commencing on February 16, 2005 (the "Effective Date") and ending (a) on March 31, 2007, (b) when terminated with Cause by Rentrak by written notice, (c) when terminated for any reason by Consultant by written notice, or (d) upon revocation by Consultant of the Separation Agreement and Release of Claims between Consultant and Rentrak (the "Separation Agreement"), whichever occurs first. The date on which this Agreement ceases to be effective is hereinafter referred to as the "Termination Date." "Cause" means (a) a material breach by Consultant of Section 4 or 5 of this Agreement, (b) any material act of dishonesty by Consultant involving Rentrak or its business, (c) Consultant's conviction of or a plea of nolo contendere to a felony, or (d) Consultant's failure to pay all amounts due and payable under the loan to be extended by Rentrak to Consultant under Section 7(d) of the Separation Agreement when due. Any actions or circumstances described under clauses (a) or (b) above will not constitute "Cause" if Consultant cures such actions or circumstances within thirty (30) days following the date of receipt of written notice (the "Notice Date") by Consultant from Rentrak setting forth such actions or circumstances. If Consultant does not have an opportunity to cure under the foregoing sentence, the Termination Date will be deemed to occur on the Notice Date. If Consultant does have an opportunity to cure under the sentence preceding the foregoing sentence, Rentrak's obligation to pay fees pursuant to Section 3 herein for the month during which the Notice Date occurs will be suspended until Consultant provides evidence reasonably satisfactory to Rentrak that such actions or circumstances have been cured. If Consultant is unable to cure the actions or circumstances within thirty (30) days of the Notice Date, Rentrak will not owe any payment for the month during which the Notice Date occurs or thereafter and the Termination Date will be deemed to occur on the 30th day following the Notice Date. 3. FEES Rentrak will pay Consultant at the rate of $25,000 per calendar month ($11,607 for the portion of February 2005 beginning on the Effective Date) for services under this Agreement, payable in arrears on the last day of each calendar month during which this Agreement is in effect. In the event of Consultant's death or disability, the fee obligation set forth above will continue until the earlier of (1) March 31, 2007, and (2) either the expiration of six (6) months from the date of death or disability, or three-quarters of the term remaining under this Agreement, whichever is greater. In the event of Consultant's death, the fee obligation will be payable to the death beneficiary designated by Consultant in writing for purposes of this Agreement. If there is no effective death beneficiary designation, Consultant's death beneficiary will be the personal representative of Consultant's estate. 4. CONFIDENTIAL INFORMATION 4.1 Defined. "Confidential Information" is all nonpublic information relating to Rentrak or its business that Rentrak designates, has designated, or has treated as confidential. "Confidential Information" also includes information received from third parties that Rentrak has agreed to treat as confidential and directed Consultant to keep confidential. "Confidential Information" does not include information that (a) is or becomes generally available to the public other than as a result of a disclosure by Consultant; (b) becomes available to Consultant on a nonconfidential basis from a source other than Rentrak or its representatives, provided that such source is not known by Consultant to be bound by a confidentiality agreement with Rentrak or its representatives or otherwise prohibited from transmitting the information to Consultant by a contractual, legal, or fiduciary obligation; (c) can be demonstrated by written evidence or other reasonable evidence to have been known by Consultant on a nonconfidential basis prior to its disclosure to Consultant by Rentrak or one of its representatives; or (d) can be demonstrated by written or other reasonable evidence to have been developed by Consultant in good faith and independent of Confidential Information. 4.2 Access to Information. Consultant acknowledges that in the course of his employment with Rentrak and in the course of rendering services pursuant to this Agreement -2- he has had and will have access to Confidential Information, that such information is a valuable asset of Rentrak, and that its disclosure or unauthorized use will cause Rentrak substantial harm. 4.3 Ownership. Consultant acknowledges that all Confidential Information will continue to be the exclusive property of Rentrak (or the third party that disclosed it to Rentrak), whether or not prepared in whole or in part by Consultant and whether or not disclosed to Consultant or entrusted to his custody by Rentrak in connection with rendering services pursuant to this Agreement. 4.4 Nondisclosure and Nonuse. Unless otherwise authorized or instructed in writing by Rentrak, or required by legally constituted authority, Consultant will not, except as required to provide services to Rentrak, during or after the term of this Agreement, disclose to others or use any Confidential Information. 4.5 Duration. The obligations set forth in this Section 4 will continue beyond the Termination Date for so long as Consultant possesses Confidential Information. 4.6 Return of Confidential Information. Upon request by Rentrak during or after the term of this Agreement, and without request upon termination of this Agreement by Rentrak, Consultant will deliver immediately to Rentrak all written or tangible materials containing Confidential Information without retaining any excerpts or copies, and all equipment, supplies, or other property belonging to Rentrak. 5. NONCOMPETITION 5.1 Competitive Entity. For purposes of this Agreement, a Competitive Entity is any firm, corporation, partnership, limited liability company, business trust, or other entity that is directly competitive with a business activity engaged in by Rentrak (or an activity specifically identified in Rentrak's three-year business plan) as of the Effective Date. In the event that Paul A. Rosenbaum ceases to be an officer or director of Rentrak prior to the Termination Date, Rentrak will promptly provide a list of the activities referred to in the preceding sentence to Consultant. 5.2 Prior Approval. For so long as Paul A. Rosenbaum continues to be an officer or director of Rentrak, Consultant will consult with Mr. Rosenbaum before entering into an employment arrangement or other engagement with any entity that could reasonably be viewed as a Competitive Entity within the meaning of Section 5.1 and will request that Rentrak (acting through Mr. Rosenbaum) give its approval that such entity is not a Competitive Entity for purposes of this Agreement, which approval will not be unreasonably withheld; provided that Rentrak will not be bound by such approval if it is later determined that the entity is, in fact, a Competitive Entity and the information provided by Consultant was not consistent with that fact. 5.3 Covenant. Until the earlier of (1) one year following the Termination Date, or (2) March 31, 2007, Consultant will not, within any geographical area where Rentrak engages in business: -3- (a) Directly or indirectly, alone or with any individual, partnership, limited liability company, corporation, or other entity, become associated with, render services to, invest in, represent, advise, or otherwise participate in any Competitive Entity; provided, however, that nothing contained in this Section 5.3 will prevent Consultant from owning less than 5 percent of any class of equity or debt securities listed on a national securities exchange or trading market, provided such involvement is solely as a passive investor; (b) Solicit any business on behalf of a Competitive Entity from any individual, firm, partnership, corporation, or other entity that is a customer of Rentrak during the term of this Agreement; or (c) Employ or otherwise engage or offer to employ the services of any person who has been an employee, sales representative, or agent of Rentrak during the term of this Agreement. For purposes of this Section 5, "Rentrak" means Rentrak and its subsidiaries (whether now existing or subsequently created) and their successors and assigns. 5.4 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. 6. INDEPENDENT CONTRACTOR STATUS Consultant is an independent contractor, and not an employee of Rentrak. Accordingly: 6.1 Withholding. Rentrak will not withhold from payments to Consultant any amount that would normally be withheld from an employee's pay. Consultant will be solely responsible for taxes required by federal, state, or local law with respect to amounts paid under this Agreement. Consultant will comply with all reporting, payment, and withholding obligations applicable to such payments. Consultant will indemnify Rentrak against any loss, liability, or cost (including attorney fees at trial and on appeal) resulting from Consultant's failure to comply with such obligations. Consultant will maintain and provide to Rentrak his state uniform business identification number and his federal tax identification number. 6.2 No Benefits. Except as provided in the Separation Agreement, Consultant will not be entitled to receive or otherwise participate in any employee benefits that Rentrak provides to its employees. Consultant will provide all insurance for Consultant and any employees of Consultant that is required by law. 6.3 Equipment. Consultant will furnish all equipment and materials used to provide services, except to the extent that Consultant's work must be performed on or with Rentrak's equipment or materials. -4- 6.4 No Agency. Nothing in this Agreement creates a partnership, joint venture, or employer-employee relationship. Consultant is not the agent of Rentrak or authorized to make any representation, contract, or commitment on behalf of Rentrak. 6.5 Indemnification by Rentrak. Except for amounts that Consultant is obligated to pay pursuant to Section 6.1 herein, Rentrak will indemnify and hold Consultant harmless for any loss, cost, expenses, assessments or damages incurred by Consultant due to or stemming from the characterization of Consultant as an independent contractor rather than as an employee. 7. REMEDIES 7.1 Generally. The respective rights and duties of Rentrak and Consultant 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. 7.2 Rentrak's Remedy. Consultant acknowledges that breach of Section 4 or 5 of this Agreement would cause irreparable harm to Rentrak and agrees to the entry of a temporary restraining order and permanent injunction by any court of competent jurisdiction to prevent any breach or further breach of Section 4 or 5 of this Agreement. Such remedy will be in addition to any other remedy available to Rentrak at law or in equity. 7.3 Consultant's Remedy. Rentrak agrees that if Rentrak breaches this Agreement or the Separation Agreement, Consultant will be entitled to all of the payments, benefits, and other terms described in Sections 6.2.1 and 6.2.2 of the Amended and Restated Employment Agreement entered into as of April 1, 2004, between Consultant and Rentrak for termination without cause (as defined therein). Such remedy will be in addition to any other remedy available to Consultant at law or in equity; provided, however, that any monthly fees received under this Agreement pursuant to Section 3 herein will be credited against such amounts owed. 7.4 Rentrak's Indemnification of Consultant. Rentrak will indemnify and hold harmless Consultant against all claims, losses, liabilities, damages, judgments, fines, fees, costs, and expenses (including attorneys' fees and disbursements), excluding those arising from the gross negligence or willful misconduct of Consultant, incurred in connection with (i) any activity undertaken on Rentrak's behalf and at Rentrak's direction or request, and (ii) any claim, action, suit, proceeding, or investigation, whether civil, criminal, administrative, or investigative, arising out of or pertaining to the fact that Consultant is or was a consultant of Rentrak or any of its subsidiaries, with such indemnification to be provided to the fullest extent permitted under applicable law. Consultant will be entitled to advancement of expenses incurred in the defense of any claim, action, suit, proceeding, or investigation from Rentrak within ten (10) business days of receipt by Rentrak from Consultant of a request therefor; provided, however, that Consultant will repay such advances if it is ultimately found that Consultant is not entitled to indemnification. Rentrak's obligation to indemnify Consultant will remain in full force and effect for a period of three years from the Effective Date. If any claims are asserted or made as to matters subject to the foregoing indemnity provisions within such three-year period, all rights to indemnification in respect of any such claim or claims will continue until the disposition thereof. -5- 8. SEVERABILITY OF PROVISIONS The provisions of this Agreement are severable, and if any provision of this Agreement is held invalid or unenforceable, it will be enforced to the maximum extent permissible, and the remaining provisions of this Agreement will continue in full force and effect. 9. NONWAIVER Failure of either party at any time to require performance of any provision of this Agreement will not limit such party's right to enforce the provision. No provision of this Agreement or breach thereof may be waived by either party except by a 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. 10. 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 Consultant, to his residence at: Kim Cox With a copy to: Joy Ellis Garvey Schubert Barer 121 S.W. Morrison Street, Suite 1100 Portland, Oregon 97204 and (ii) if to Rentrak, to the address of the principal office of Rentrak, at: Rentrak Corporation One Airport Center 7700 N.E. Ambassador Place Portland, Oregon 97220 Attention: Paul Rosenbaum With a copy to: Mary Ann Frantz Miller Nash LLP 111 S.W. Fifth Avenue, Suite 3400 Portland, Oregon 97204 -6- 11. ATTORNEY FEES In the event of any suit or action or arbitration proceeding to enforce or interpret any provision of this Agreement (or which is based on this Agreement), the prevailing party will be entitled to recover, in addition to other costs, the reasonable attorney fees incurred by the prevailing party in connection with such suit, action, or arbitration, and in any appeal 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). 12. GOVERNING LAW This Agreement will be construed in accordance with the laws of the State of Oregon, without regard to any conflicts of laws rules. Any suit or action arising out of or in connection with this Agreement, or any breach of this Agreement, must be brought and maintained in the 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. 13. GENERAL TERMS AND CONDITIONS This Agreement constitutes the entire understanding of the parties relating to Consultant's engagement as a consultant to Rentrak and supersedes and replaces all written and oral agreements previously made or existing by and between the parties relating to services of Consultant, except as specifically provided hereunder or in the Separation Agreement. This Agreement and Consultant's rights under this Agreement may not be assigned or transferred by Consultant. This Agreement will inure to the benefit of any successors or assigns of Rentrak. All captions are intended solely for convenience of reference and will in no way limit any of the provisions of this Agreement. F. KIM COX RENTRAK CORPORATION /s/ F. Kim Cox By: /s/ Paul A. Rosenbaum - ---------------------------- ------------------------------- Paul A. Rosenbaum Title: Chief Executive Officer -7- EX-99 4 rc125release.txt 99.1 PRESS RELEASE EXHIBIT 99.1 Contacts: News Media Investors Rogers & Cowan Pondel Wilkinson Parham Sallie Olmsted/Susan Yin Ron Parham 310-854-8124/8145 503-924-1186 solmsted/syin@rogersandcowan.com rparham@pondel.com RENTRAK LAUNCHES NEW INFORMATION SERVICES DIVISION -CURRENT REVENUE SHARING DIVISION CONTINUES TO DRIVE PAY PER TRANSACTION (PPT) SERVICES; NEWLY CREATED INFORMATION SERVICES DIVISION WILL FOCUS ON DELIVERY OF BUSINESS INTELLIGENCE PRODUCTS AND SERVICES- PORTLAND, ORE (January 26, 2005) - Rentrak Corporation (Nasdaq: RENT) announced today the creation of a new division resulting in a new corporate structure designed to drive growth, better serve the needs of existing and new customers, and increase operating efficiencies. The management and organizational changes position Rentrak to expand the scope and depth of its business intelligence and transactional services. "The media and entertainment industry's evolution over the past five years has increased Rentrak's opportunities to provide valuable, actionable business intelligence to a wider variety of industry-leading companies," said Paul Rosenbaum, chief executive officer of Rentrak. "The creation of this new operating division reflects our strong belief in, and the potential of accelerated growth from, the unique information processing, analysis and reporting capabilities Rentrak has pioneered over the past 18 years. Creating a more efficient and effective global organization more closely aligns us with what our current and future customers want - deep, comprehensive analytical services for measuring media viewership and consumption that help them make better distribution, programming, advertising and promotional decisions. Marty Graham, currently senior vice president, has been promoted to general manager and chief operating officer of the revenue sharing business, now called Rentrak PPT Division. Mr. Graham is a 20-year home entertainment industry veteran and helped develop Rentrak's pay per transaction business. -more- Rentrak Launches New Information Division, page 2 of 3 "Since 1986, when Rentrak pioneered the concept of revenue sharing on a pay per transaction basis that continues to thrive today, the company has consistently sought ways to innovate to deliver incremental revenues and profits to both its content providers and retail partners, said Mr. Graham. "By clearly aligning the internal resources devoted to PPT in one operating division, we're better positioned to pursue new growth opportunities and to serve current and future customers' evolving needs across the home entertainment industry." Under the new organizational structure, the PPT Division will focus on business operations that facilitate the delivery of home entertainment products to retailers on a revenue sharing basis. The newly created Information Services Division is concentrating on expanding the customer base of the company's Essentials Suite(TM) of business intelligence services offered on a recurring subscription basis. The Essentials Suite currently includes: o Box Office Essentials(TM) for reporting domestic and international theatrical ticket sales; o Home Video Essentials(TM) for reporting VHS, DVD and game rentals across the U.S. and Canada; o Allocation Essentials(TM) for use by studios, game publishers, media suppliers and retailers to plan and manage entertainment media purchases and inventory; o Business Intelligence Essentials(TM) for use by retailers to plan promotions to coincide with key national and local events, school schedules, weather and holidays; o OnDemand Essentials(TM) that measures viewership of on demand content in the cable and broadband industries; o Retail Essentials(TM) for use by studios, game publishers and retailers for reporting DVD, VHS and video game sales across North America; and o Syndication, which involves packaging summarized subsets of information gleaned from each of the other Essentials services for sale to secondary and tertiary markets. A nationwide search for the position of general manager and chief operating officer of Rentrak's new Information Services Division is now in progress. Each of the division general managers will have full operating and financial accountability for their division and will report directly to Mr. Rosenbaum. Coincident with the creation of the new organizational structure, Kim Cox, president and 18-year veteran of Rentrak, will transition to serving as an independent consultant and advisor to the company. -more- Rentrak Launches New Information Division, page 3 of 3 About Rentrak Corporation Rentrak Corporation, based in Portland, Oregon, is the developer of the Essentials(TM) suite of web-based information management and business intelligence products used by clients in the media, entertainment, retail and manufacturing industries. Vertical market editions of Essentials(TM) applications are customizable to the needs of each licensee, allowing marketers to collect, manage, analyze and make critical business decisions based on detailed, real-time point-of-sale and supply chain data. The Essentials(TM) suite of services offers competitive advantages to executives in selected industries by providing timely and actionable insight into their own company's performance in tandem with valuable perspective against aggregated industry-wide data. For further information, please visit Rentrak's corporate web site at http://www.rentrak.com. Safe Harbor Statement When used in this discussion, the words "anticipates," "expects," "intends" and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. Additional risk factors that could affect Rentrak's business are described in Rentrak's March 31, 2004, annual report on Form 10-K, as amended, and subsequent quarterly reports filed with the Securities and Exchange Commission. Statements about potential future industry trends and growth prospects in each of the company's operating divisions are forward-looking, subject to risks and uncertainties, and actual results may differ materially. Readers are cautioned not to place undue reliance on these statements, which speak only as of the date of this press release and include many factors that are outside the direct control of Rentrak. The inclusion of any statement in this release does not constitute a suggestion by the company or any other person that the events or circumstances described in such statements are material. The company does not undertake to publicly update or revise these forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied in this release will not be realized. # # # -----END PRIVACY-ENHANCED MESSAGE-----