RENTRAK CORPORATION
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT, effective as of _______________, is made by
and between Rentrak Corporation, an Oregon corporation (hereinafter referred to
as "Company"), and ________________, an employee of the Company or a Subsidiary
of the Company (hereinafter referred to as "Employee"):
WHEREAS, the Company wishes to afford the Employee the
opportunity to purchase shares of its $.001 par value Common
Stock; and
WHEREAS, the Company has adopted the 1997 Equity Participation
Plan of Rentrak Corporation (hereinafter referred to as "Plan"); and
WHEREAS, the Committee appointed to administer the Plan has
determined that it would be to the advantage and best interest of the Company
and its shareholders to grant the Non-Qualified Stock Option (the "Option")
provided for herein to the Employee as an inducement to remain in the service of
the Company and as an incentive for increased efforts during such service;
NOW, THEREFORE, in consideration of the mutual covenants
herein contained and other good and valuable consideration, receipt of which is
hereby acknowledged, the parties agree as follows:
ARTICLE X.
XXXXX OF OPTION
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Section 1.1. - Grant of Option
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In consideration of the Employee's agreement to remain in the
employ of the Company or its Subsidiaries and for other good and valuable
consideration, effective as of the date hereof, the Company irrevocably grants
to the Employee an Option to purchase any part or all of an aggregate of ______
shares of its $.001 par value Common Stock upon the terms and conditions set
forth in this Agreement.
Section 1.2. - Purchase Price
-----------------------------
The purchase price of the shares of Common Stock covered by
the Option shall be $____ per share, without commission or other charge, subject
to adjustment as provided in Section 9.3(a) of the Plan.
Section 1.3. - Consideration to Company
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In consideration of the granting of this Option by the
Company, the Employee agrees to render faithful and efficient services to the
Company or a Subsidiary, with such duties and responsibilities as the Company
shall from time to time prescribe. Nothing in this Agreement or in the Plan
shall confer upon the Employee any right to continue in the employ of the
Company or any Subsidiary, or as a director of the Company, or shall interfere
with or restrict in any way the rights of the Company and its Subsidiaries,
which are hereby expressly reserved, to discharge the Employee at any time for
any reason whatsoever, with or without cause.
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Section 1.4. - Adjustments in Option
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The Committee shall have authority to make adjustments or take
other actions with respect to the Option in accordance with the provisions of
Section 9.3 of the Plan.
ARTICLE II.
PERIOD OF EXERCISABILITY
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Section 2.1. - Commencement of Exercisability
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(a) Subject to Sections 2.1(b) and 2.3, the Option shall
become exercisable in four cumulative installments as follows:
(i) The first installment shall consist of 25 percent
of the shares covered by the Option and shall become exercisable on the
first anniversary of the date the Option is granted.
(ii) The second installment shall consist of 25
percent of the shares covered by the Option and shall become
exercisable on the second anniversary of the date the Option is
granted.
(iii) The third installment shall consist of 25
percent of the shares covered by the Option and shall become
exercisable on the third anniversary of the date the Option is granted.
(iv) The fourth installment shall consist of 25
percent of the shares covered by the Option and shall become
exercisable on the fourth anniversary of the date the Option is
granted.
(b) No portion of the Option which is unexercisable at
Termination of Employment shall thereafter become exercisable.
Section 2.2. - Duration of Exercisability
-----------------------------------------
Once the Option becomes exercisable pursuant to Section 2.1,
it shall remain exercisable until it becomes unexercisable under Section 2.3.
Section 2.3. - Expiration of Option
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The Option may not be exercised to any extent by anyone after
the first to occur of the following events:
(a) The expiration of _______ years from the date the Option
was granted; or
(b) The expiration of one (1) month from the date of the
Employee's voluntary Termination of Employment; or
(c) The expiration of three (3) months from the date of the
Employee's Termination of Employment by reason of his retirement or his being
discharged not for good cause (for purposes of this Agreement, "good cause"
means any act of fraud by the Employee, any act of dishonesty by the Employee
involving the Company or its business, the Employee's conviction of or a plea of
nolo contendere to a felony, or the commission of any act in direct or
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indirect competition with or materially detrimental to the best interests
of the Company that is in breach of the Employee's fiduciary duties to the
Company), unless the Employee dies within said three-month period; or
(d) The expiration of one (1) year from the date of the
Employee's Termination of Employment by reason of his permanent and total
disability; or
(e) The expiration of one (1) year from the date of the
Employee's death; or
(f) Immediately following the Employee's Termination of
Employment by reason of being discharged for good cause; or
(g) The effective date of either the merger or consolidation
of the Company with or into another corporation, or the acquisition by another
corporation or person of all or substantially all of the Company's assets or
eighty percent (80%) or more of the Company's then outstanding voting stock, or
the liquidation or dissolution of the Company, unless the Committee waives this
provision in connection with such transaction. As soon as practicable prior to
the effective date of such merger, consolidation, acquisition, liquidation or
dissolution, the Committee shall give the Employee notice of such event if the
Option has then neither been fully exercised nor become unexercisable under this
Section 2.3.
Section 2.4. - Adjustments to and/or Cancellation of the Option
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Neither (i) the issuance of additional shares of stock of the
Company in exchange for adequate consideration (including services), nor (ii)
the conversion of outstanding preferred shares of the Company into Common Stock,
shall be deemed to require an adjustment in the shares covered by the Option or
in the purchase price of shares subject to the Option pursuant to Section 9.3(a)
of the Plan. In the event the Committee shall determine that an event has
occurred affecting the Company such that an adjustment to the Option under
Section 9.3(a) of the Plan should be made but that it is not practical or
feasible to make such an adjustment, such event shall be deemed a Terminating
Event subject to the following paragraph.
Subject to Section 9.3(b)(vii) of the Plan, in the event of
(a) the dissolution or liquidation of the Company, (b) a reorganization, merger,
or consolidation of the Company with one or more corporations as a result of
which the Company will not be a surviving corporation, (c) the sale of all or
substantially all of the assets of the Company, (d) a sale or other transfer of
more than eighty percent (80%) of the then outstanding shares of Common Stock of
the Company, or (e) the occurrence of an event in accordance with the last
sentence of the previous paragraph (any of such events is herein referred to as
a "Terminating Event"), the Committee shall determine whether a provision will
be made in connection with the Terminating Event for an appropriate assumption
of the Option by or substitution of appropriate new options covering stock of, a
successor corporation employing the Employee or stock of an affiliate of such
successor employer corporation. If the Committee determines that such an
appropriate assumption or substitution will be made, the Committee shall give
notice of the determination to the Employee and the terms of such assumption or
substitution, and any adjustments made (i) to the number and kind of shares
subject to the Option outstanding under the Plan (or to options issued in
substitution therefor), (ii) to the Option purchase price and (iii) to the terms
and conditions of the Option, shall be binding upon the Employee. If the
Committee determines that no assumption or substitution will be made, the
Committee shall give notice of this determination to the Employee, whereupon the
Employee shall have the right for a period of thirty (30) days following the
notice to exercise in full or in part the unexercised and unexpired portion of
this Option without regard to the limitation on exercisability specified in
Section 2.1(a)
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above. Upon the expiration of this thirty (30) day period, the option shall
expire to the extent not earlier exercised.
ARTICLE III.
EXERCISE OF OPTION
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Section 3.1. - Partial Exercise
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Any exercisable portion of the Option or the entire Option, if
then wholly exercisable, may be exercised in whole or in part at any time prior
to the time when the Option or portion thereof becomes unexercisable under
Section 2.3; provided, however, that each partial exercise shall be for not less
than 100 shares and shall be for whole shares only.
Section 3.2. - Manner of Exercise
---------------------------------
The Option, or any exercisable portion thereof, may be
exercised solely by delivery to the Company's Secretary or his office of all of
the following prior to the time when the Option or such portion becomes
unexercisable under Section 2.3:
(a) A written notice complying with the applicable rules
established by the Committee stating that the Option, or a portion thereof, is
exercised. The notice shall be signed by the Employee or other person then
entitled to exercise the Option or such portion.
(b) Full payment to the Company for the shares with
respect to which such Option or portion is exercised, which shall be:
(i) In cash; or
(ii) With the consent of the Committee, shares of the
Company's Common Stock owned by the Employee (and, if acquired from the
Company, held for at least six months), duly endorsed for transfer to
the Company, with a Fair Market Value on the date of delivery equal to
the aggregate purchase price of the shares as to which the Option is
exercised; or
(iii) With the consent of the Committee, by delivery
of a notice that the Employee has placed a market sell order with a
broker with respect to shares of the Company's Common Stock then
issuable upon exercise of the Option, and that the broker has been
directed to pay a sufficient portion of the net proceeds of the sale to
the Company in satisfaction of the purchase price of the shares as to
which the Option is exercised.
(c) A bona fide written representation and agreement, in a
form satisfactory to the Committee, signed by the Employee or other person then
entitled to exercise such Option or portion, as the Committee in its discretion
shall determine is necessary or appropriate to effect compliance with the
Securities Act of 1933 and any other federal or state securities laws or
regulations. Without limiting the generality of the foregoing, the Committee may
require an opinion of counsel acceptable to it to the effect that any subsequent
transfer of shares acquired on exercise of the Option does not violate the
Securities Act of 1933, and may issue stop-transfer orders covering such shares.
Share certificates evidencing stock issued on exercise of this Option shall bear
an appropriate legend referring to the provisions of this subsection (c) and the
agreements herein. The written representation and agreement referred
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to in the first sentence of this subsection (c) shall, however, not be
required if the shares to be issued pursuant to such exercise have been
registered under the Securities Act of 1933, and such registration is then
effective in respect of such shares.
(d) Full payment to the Company (or other employer
corporation) of all amounts which, under federal, state or local tax law, it is
required to withhold upon exercise of the Option. With the consent of the
Committee, (i) shares of the Company's Common Stock owned by the Employee, duly
endorsed for transfer, with a Fair Market Value equal to the sums required to be
withheld, or (ii) shares of the Company's Common Stock issuable to the Employee
upon exercise of the Option with a Fair Market Value equal to the sums required
to be withheld, may be used to make all or part of such payment.
(e) In the event the Option or portion shall be exercised
pursuant to Section 4.1 by any person or persons other than the Employee,
appropriate proof of the right of such person or persons to exercise the Option.
Section 3.3. - Rights as Shareholder
------------------------------------
The holder of the Option shall not be, and shall not have any
of the rights or privileges of, a shareholder of the Company in respect of any
shares purchasable upon the exercise of any part of the Option unless and until
certificates representing such shares shall have been issued by the Company to
such holder.
ARTICLE IV.
OTHER PROVISIONS
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Section 4.1. - Option Not Transferable
--------------------------------------
Neither the Option nor any interest or right therein or part
thereof shall be sold, pledged, assigned, or transferred in any manner other
than by will or the laws of descent and distribution, unless and until such
Option has been exercised, or the shares underlying such Option have been
issued, and all restrictions applicable to such shares have lapsed. Neither the
Option nor any interest or right therein or part thereof shall be liable for the
debts, contracts or engagements of the Employee or his successors in interest or
shall be subject to disposition by transfer, alienation, anticipation, pledge,
encumbrance, assignment or any other means whether such disposition be voluntary
or involuntary or by operation of law by judgment, levy, attachment, garnishment
or any other legal or equitable proceedings (including bankruptcy), and any
attempted disposition thereof shall be null and void and of no effect, except to
the extent that such disposition is permitted by the preceding sentence.
Section 4.2. - Shares to Be Reserved
The Company shall at all times during the term of the Option
reserve and keep available such number of shares of Common Stock as will be
sufficient to satisfy the requirements of this Agreement.
Section 4.3. - Notices
----------------------
Any notice to be given under the terms of this Agreement to
the Company shall be addressed to the Company in care of its Secretary, and any
notice to be given to the Employee shall be addressed to him at the address
given beneath his signature hereto. By a
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notice given pursuant to this Section 4.3, either party may hereafter
designate a different address for notices to be given. Any notice which is
required to be given to the Employee shall, if the Employee is then deceased, be
given to the Employee's personal representative if such representative has
previously informed the Company of his status and address by written notice
under this Section 4.3. Any notice shall be deemed duly given when enclosed in a
properly sealed envelope or wrapper addressed as aforesaid, deposited (with
postage prepaid) in a post office or branch post office regularly maintained by
the United States Postal Service.
Section 4.4. - Titles
---------------------
Titles are provided herein for convenience only and are not to
serve as a basis for interpretation or construction of this Agreement.
Section 4.5.- Construction
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This Agreement shall be administered, interpreted and enforced
under the internal laws of the State of Oregon without regard to choice-of-law
principles.
Section 4.6. - Conformity to Securities Laws
--------------------------------------------
The Employee acknowledges that the Plan is intended to conform
to the extent necessary with all provisions of the Securities Act of 1933 and
the Exchange Act and any and all regulations and rules promulgated by the
Securities and Exchange Commission thereunder, including without limitation Rule
16b-3. Notwithstanding anything herein to the contrary, the Plan shall be
administered, and the Option is granted and may be exercised, only in such a
manner as to conform to such laws, rules and regulations. To the extent
permitted by applicable law, the Plan and this Agreement shall be deemed amended
to the extent necessary to conform to such laws, rules and regulations.
Section 4.7 - Incorporation of Terms of Plan and Definitions
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The terms of the Plan are incorporated by reference herein and
made a part of this Agreement. All capitalized terms used herein without
definition have the meanings ascribed to such terms in the Plan.
IN WITNESS WHEREOF, this Agreement has been executed and
delivered by the parties hereto.
Rentrak Corporation
By:
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Title:
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Address:
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Employee's Taxpayer Identification Number: ___________________
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