AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This Amended and Restated Employment Agreement between CATHY HETZEL (“Executive”) and RENTRAK
CORPORATION , an Oregon corporation (“Corporation”), initially entered into as of April 30, 2007, is being amended and
restated as set forth herein, effective March 30, 2010 (as amended and restated “this Agreement”).
1.1 Employment Position . Corporation agrees to continue to employ Executive as President, Advanced Media Information
(“AMI”) Division, and Executive accepts such employment, under the terms and conditions of this Agreement. Executive also
agrees to serve, if elected, without separate compensation, as an officer and/or director of any subsidiary or affiliate of
Corporation. Corporation represents to Executive that it currently has and will maintain directors and officers liability insurance.
1.2 Term .
1.2.1 General . The term of this Agreement (the “Term”) will commence on March 30, 2010, and, subject to the other
provisions of this Section 1.2, will expire March 31, 2011.
1.2.2 Renewal Term or Terms . The term of this Agreement will automatically extend into one or more “Renewal Terms”
of an additional one-year period that will expire on March 31, 2012 (or March 31 of any such subsequent Renewal Term), unless
Corporation, not later than January 31, 2011 (or January 31 of any subsequent Renewal Term), gives written notice (a “Notice of
Non-Renewal”) to Executive that the Term will not extend into a Renewal Term. Corporation may give a Notice of Non-Renewal
for any reason or for no reason. Failure to extend the Term into a Renewal Term will not constitute a termination of Executive’s
employment effective as of the end of the Term or any applicable Renewal Term for purposes of this Agreement. References to
the “Term” of this Agreement include the initial Term and, if the Agreement extends into one or more Renewal Terms pursuant
to this Section, the Renewal Term or Terms.
1.2.3 At-Will Employment . The parties ack