AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.5

AMENDED AND RESTATED

EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (the “Agreement”) between PAUL A. ROSENBAUM (“Rosenbaum”) and RENTRAK CORPORATION , an Oregon corporation (the “Corporation”), initially entered into as of October 1, 2001, is being amended and restated as set forth herein effective June 15, 2009.

1. SERVICES

1.1 Employment Position . Corporation agrees to employ Rosenbaum as Chairman of the Board of Corporation, and Rosenbaum accepts such employment, under the terms and conditions of this Agreement. Rosenbaum also agrees to serve, if elected, without separate compensation, as a director of Corporation and an officer and/or director of any subsidiary or affiliate of Corporation.

1.2 Term . The term of this Agreement (the “Term”) will commence on June 16, 2009 and expire on September 30, 2011.

1.3 Duties . Beginning June 16, 2009, Rosenbaum will cease serving as Chief Executive Officer and will serve in a non-executive capacity as the Chairman of the Board of Corporation. Rosenbaum, in his capacity as Chairman of the Board, will remain an employee of Corporation and will perform such duties and exercise such powers commonly incident to such office, including such duties and powers as may be assigned to or vested in Rosenbaum by the Corporation’s Board of Directors (the “Board”). Rosenbaum’s change in status under this Section 1.3 shall not give rise to a termination for “Good Reason” under Section 5.4. Rosenbaum will do such traveling as may be required in the performance of his duties under this Agreement.

1.4 Outside Activities . During his service as Chairman of the Board, Rosenbaum will devote a minimum of 50 percent of his business time and attention to the business and affairs of Corporation. At all times, Rosenbaum will perform his services faithfully, competently, and to the best of his abilities.

1.5 Application of Corporate Policies . Rosenbaum will, except as otherwise provided in this Agreement, be subject to Corporation’s rules, practices, and policies applicable generally to Corporation’s directors and employees, as such rules, practices, and policies may be revised from time to time by the Board.

2. COMPENSATION AND EXPENSES

2.1 Base Salary . As compensation for services under this Agreement, Corporation will pay to Rosenbaum a base salary of $489,000 per year through September 30, 2010, and $325,000 per year from October 1, 2010, through the end of the Term, each payable in a manner consistent with Corporation’s payroll practices for management employees, as such practices may be revised from time to time.

2.2 Additional Employee Benefits .

2.2.1 During Term . At all times during the Term, Rosenbaum will be entitled to all employee benefits approved by the Board, or available to officers and other management employees generally, including any life and medical insurance plans, 401(k) and other similar plans, and health and welfare plans, each whether now existing or hereafter approved by the Board (“Benefit Plans”). The foregoing will not be construed to require Corporation to establish any such plans or to prevent Corporation from modifying or terminating any such Benefit Plans. Through December 31, 2009, Corporation will also lease an automobile (in an amount up to $900 per month) at its expense for Rosenbaum’s use in the performance of his duties and will pay such expenses in connection with the automobile as are customarily paid for senior management of corporations substantially similar to Corporation; provided, however, any portion of the automobile related expenses and lease payments made by Corporation attributable to Rosenbaum’s

personal use of the automobile will be reflected in Rosenbaum’s reported compensation for income tax purposes in accordance with Corporation’s regular payroll practices.

2.2.2 Upon Expiration of Term . Corporation will continue to provide Rosenbaum with all medical, dental, group life, long-term care and long-term disability insurance benefits to which Rosenbaum was entitled prior to the expiration of the Term until September 30, 2013; provided that such continued participation is possible under the general terms and provisions of such benefit plans or insurance policies. In the event Rosenbaum’s continued participation in any such benefit plan or insurance policy is barred by the provisions of the plan or policy, Corporation will arrange to provide Rosenbaum with benefits substantially similar to those which Rosenbaum was entitled to receive under the plan or policy; provided, however, that any payments or reimbursements from Corporation that are not exempt from taxation under Sections 105 or 106 of the Internal Revenue Code must be made by Corporation no later than March 15, 2012.

2.3 Expenses . Subject to review and approval by the chairman of Corporation’s audit committee, Corporation will reimburse Rosenbaum for reasonable expenses, including travel expenses for himself (and his spouse whenever she accompanies him on a trip which involves Corporation’s business), actually incurred by Rosenbaum in connection with the business of Corporation. Rosenbaum will submit to Corporation such substantiation for such expenses as may be reasonably required by Corporation.

3. CONFIDENTIAL INFORMATION

3.1 Definition . “Confidential Information” is all nonpublic information relating to Corporation or its business that is disclosed to Rosenbaum, that Rosenbaum produces, or that Rosenbaum otherwise obtains during employment. Confidential Information also includes information received from third parties that Corporation has agreed to treat as confidential. Examples of Confidential Information include, without limitation, marketing plans, customer lists or other customer information, product design and manufacturing information, and financial information. Confidential Information does not include any information that (i) is within the public domain other than as a result of disclosure by Rosenbaum in violation of this Agreement, (ii) was, on or before the date of disclosure to Rosenbaum, already known by Rosenbaum, or (iii) Rosenbaum is required to disclose in any governmental, administrative, judicial, or quasi-judicial proceeding, but only to the extent that Rosenbaum is so required to disclose and provided that Rosenbaum takes reasonable steps to request confidential treatment of such information in such proceeding.

3.2 Access to Information . Rosenbaum acknowledges that in the course of his employment he has had and will have access to Confidential Information, that such information is a valuable asset of Corporation, and that its disclosure or unauthorized use will cause Corporation substantial harm.

3.3 Ownership . Rosenbaum acknowledges that all Confidential Information will continue to be the exclusive property of Corporation (or the third party that disclosed it to Corporation), whether or not prepared in whole or in part by Rosenbaum and whether or not disclosed to Rosenbaum or entrusted to his custody in connection with his employment by Corporation.

3.4 Nondisclosure and Nonuse . Unless authorized or instructed in advance in writing by Corporation, or required by law (as determined by licensed legal counsel), Rosenbaum will not, except as required in the course of Corporation’s business, during or after his employment, disclose to others or use any Confidential Information, unless and until, and then only to the extent that, such items become available to the public through no fault of Rosenbaum.

3.5 Return of Confidential Information . Upon request by Corporation during or after his employment, and without request upon termination of employment pursuant to this Agreement, Rosenbaum will deliver immediately to Corporation all written, stored, saved, or otherwise tangible materials containing Confidential Information without retaining any excerpts or copies.

3.6 Duration . The obligations set forth in this Section 3 will continue beyond the term of employment of Rosenbaum by Corporation and for so long as Rosenbaum possesses Confidential Information.

4. NONCOMPETITION

4.1 Covenant . For a period ending on the last day of the applicable Noncompete Period described in Section 5.7, Rosenbaum will not, within any geographical area where Corporation engages in business:

(a) Directly or indirectly, alone or with any individual, partnership, corporation, or other entity, become associated with, render services to, invest in, represent, advise, or otherwise participate in any business, activity, or enterprise which is carrying on any business competitive with the business conducted by Corporation as of the date Rosenbaum’s employment with Corporation is terminated; provided, however, that nothing contained in this Section 4.1 will prevent Rosenbaum from owning less than 5 percent of any class of equity or debt securities listed on a national securities exchange or market, provided such involvement is solely as a passive investor;

(b) Solicit any business in competition with the business of Corporation from any individual, firm, partnership, corporation, or other entity that is a customer of Corporation during the 12 months immediately preceding the date Rosenbaum’s employment with Corporation is terminated;

(c) Employ or otherwise engage, or offer to employ for Rosenbaum or any other person, entity, or corporation, the services or employment of any person who has been an employee, sales representative, or agent of Corporation during the 12 months preceding the date Rosenbaum’s employment with Corporation is terminated.

For purposes of this Section 4, “Corporation” means Corporation and its subsidiaries (whether now existing or subsequently created) and their successors and assigns.

4.2 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.

5. TERMINATION

Rosenbaum’s employment under this Agreement will terminate prior to the end of the Term as follows:

5.1 Death . Rosenbaum’s employment will terminate automatically upon the date of Rosenbaum’s death.

5.2 Disability . Company may, at its option, terminate Rosenbaum’s employment under this Agreement upon written notice to Rosenbaum if Rosenbaum, because of physical or mental incapacity or disability, fails to perform the essential functions of his position, with reasonable accommodation, required of him under this Agreement for a continuous period of 120 days or any 180 days within any 12-month period.

5.3 Termination by Corporation for Cause . Corporation may terminate Rosenbaum’s employment under this Agreement for Cause at any time. For purposes of this Agreement, “Cause” means: (a) a material breach of this Agreement by Rosenbaum; (b) Rosenbaum’s refusal, failure, or inability to comply with the general policies or standards of Corporation or to perform any job duties of Rosenbaum; (c) any act of fraud by Rosenbaum, (d) any act of dishonesty by Rosenbaum involving Corporation or its business; (e) Rosenbaum’s conviction of or a plea of nolo contendere to a felony; or (f) the commission of any act in direct or indirect competition with or materially detrimental to the best interests of Corporation that is in breach of Rosenbaum’s fiduciary duties to Corporation; provided that Cause will not include any actions or circumstances constituting Cause under (a) or (b) above if Rosenbaum cures such actions or circumstances within 30 days of receipt of written notice from Corporation setting forth the actions or circumstances constituting Cause.

5.4 Termination by Rosenbaum for Good Reason . Rosenbaum may terminate his employment with Corporation under this Agreement for “Good Reason” if Corporation has not cured the actions or circumstances

which are the basis for such termination within 30 days following receipt by the Board of written notice from Rosenbaum setting forth the actions or circumstances constituting Good Reason, which notice must b