The parties to this Agreement (“Agreement”) dated as of March 31, 2010, are Paul A. Rosenbaum (“Rosenbaum”) and
Rentrak Corporation, an Oregon corporation (“Corporation”).
A. Corporation and Rosenbaum entered into an Amended and Restated Employment Agreement in June 2009 in
contemplation of the transition associated with the hiring of William P. Livek as Chief Executive Officer of Corporation, which
agreement provided for Rosenbaum to continue to be employed as Chairman of the Board of Corporation.
B. The Board of Directors of Corporation believes it to be appropriate for Rosenbaum to continue as Chairman of the
Board in a non-employee capacity. Accordingly, Corporation wishes to terminate Rosenbaum’s employment pursuant to
Section 5.5 of the Employment Agreement (as defined below) on a mutually agreeable basis.
Rosenbaum and Corporation therefore agree as follows:
1. Separation. Rosenbaum’s association with Corporation as a paid employee will cease, effective March 31, 2010. The
Amended and Restated Employment Agreement between Rosenbaum and Corporation dated as of June 15, 2009
(“Employment Agreement”), will cease and is of no further effect, except as provided in Sections 5 and 7 below.
Corporation and Rosenbaum reasonably anticipate that the level of bona fide services Rosenbaum will perform for
Corporation as Chairman of the Board pursuant to Section 3 and under the consulting agreement pursuant to Section 2 will
be equal to or less than 20 percent of the average level of bona fide services performed by Rosenbaum (in all capacities)
over the 36-month period ending on March 31, 2010.
2. Consulting Agreement. Effective April 1, 2010, Rosenbaum and Corporation will enter into a consulting agreement
substantially in the form of attached Exhibit A (the “Consulting Agreement”).
3. Chairman of the Board. Corporation will retain Rosenbaum as the Chairman of the Board of Corporation through
September 30, 2011, unless he earlier r