[date]
Xx. Xxxx X. Xxxx
Director
Rentrak Corporation
Post Office Box 18888
Portland, Oregon 97218-0888
Dear Xx. Xxxx:
This letter agreement confirms our understanding that you will provide
Rentrak Corporation ("Rentrak") with certain "Services," described in more
detail below, relating to the restructuring of Rentrak's business relationship
with Rentrak Japan ("RJ"). You will provide these Services according to the
following terms and conditions:
1. Services. The Services include:
(a) The sale to RJ of all RJ common stock currently held by Rentrak (a
"Sale").
(b) Renegotiation of the terms of Rentrak's current licensing agreement
with RJ, dated _____ (the "Current Licensing Agreement"). For purposes of this
letter agreement, a "Renegotiation" has occurred when Rentrak and RJ execute a
duly authorized licensing agreement that covers substantially the same subject
matter as the Current Licensing Agreement but differs in some material respect
from the Current Licensing Agreement.
2. Success Fees.
(a) In the event of a Sale during the term of this letter agreement,
Rentrak will pay you cash (in the form of a cashier's check or by bank wire
transfer) in an amount equal to 2 percent of the total consideration paid by RJ
to Rentrak or its shareholders in connection with the Sale. Such consideration
may include, among other forms of payment: cash, cash equivalents, securities
(other than the common stock of RJ), notes payable to Rentrak or its assignee,
and any liabilities of Rentrak assumed by RJ. Rentrak will pay this fee to you
in full upon closing of the Sale; provided, however, that any portion of the fee
attributable to payments that are to be made by RJ after the closing of the Sale
will be deferred until such payment is received by Rentrak. Any portion of the
fee consisting of securities or other non-cash consideration will be valued at
fair market value as of the day of closing.
(b) In the event of a Renegotiation during the term of this letter
agreement, Rentrak will pay you cash (in the form of a cashier's check or by
bank wire) in an amount equal to _______________.
3. Right of First Refusal. Rentrak shall have the right to accept or reject, in
its sole and absolute discretion, any offer received from RJ in connection with
a Sale or Renegotiation. Rentrak will only be obligated to pay the fees
described in section 2(a) and (b) above if a Sale or Renegotiation occurs within
the term of this letter agreement.
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4. Term. The term of this letter agreement will begin as of the date of your
acceptance, as indicated below, and will continue until one year thereafter.
5. Exclusivity. During the term of this letter agreement, Rentrak will not enter
into an agreement with any other person for the Services described in section 1
above.
6. Representations and Warranties. Neither you nor Rentrak makes any
representation, express or implied, that a Sale or Renegotiation will occur
pursuant to this agreement.
7. Governing Law. This letter agreement will be governed by and construed in
accordance with Oregon law without reference to its choice of law principles.
8. Entire Agreement. This letter agreement constitutes the entire agreement
between you and Rentrak concerning the subject matter of this letter agreement
and supersedes any prior or contemporaneous understandings, agreements, or
representations by or between you and Rentrak, written or oral, to the extent
they relate in any way to the subject matter of this letter agreement.
9. Assignment. This letter agreement may not be assigned or transferred to any
person by you without Xxxxxxx's prior written consent.
10. Counterparts. This letter agreement may be executed in counterparts, each of
which shall be deemed to be an original but all of which shall constitute one
and the same agreement.
11. Amendment. No change or amendment will be made to this letter agreement
except by an instrument in writing signed on behalf of both Rentrak and you.
Please indicate your acceptance of this letter agreement by executing and
returning the enclosed copy of this letter.
Very truly yours,
Rentrak Corporation
By: /s/ Xxxx X. Xxxxxxxxx
------------------------
Title: CEO
Accepted and agreed to this 15 day of March, 2001.
/s/ Xxxx X. Xxxx
------------------------
Xx. Xxxx X. Xxxx
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