Exhibit 10.4
EXECUTION COPY
AWARD AGREEMENT
for
STOCK-SETTLED STOCK APPRECIATION
RIGHTS
(75,000 SSARs)
THIS AWARD AGREEMENT (the
“Agreement”), effective as of June 15, 2009 (the
“Grant Date”), is made by and between RENTRAK
CORPORATION , an Oregon corporation
(“Corporation”), and WILLIAM P. LIVEK , an
employee of Corporation (“Employee”):
RECITALS
A. Corporation wishes to afford
Employee the opportunity to acquire Shares of its $.001 par value
Common Stock (the “Common Stock”).
B. Corporation has adopted the 2005
Stock Incentive Plan of Rentrak Corporation (the
“Plan”).
C. The Committee appointed to
administer the Plan has determined that it would be to the
advantage and best interests of Corporation and its shareholders to
grant the Stock-Settled Stock Appreciation Rights (the
“SSARs”) provided for in this Agreement to Employee as
an inducement to accept employment as Chief Executive Officer of
Corporation and as an incentive to provide high quality services
during such employment.
AGREEMENT
NOW, THEREFORE, in consideration of
the mutual covenants in this Agreement and other good and valuable
consideration, receipt of which is acknowledged, the parties agree
as follows:
1. GRANT OF SSARS
1.1 Grant of SSARs . In
consideration of Employee’s agreement to become an employee
of Corporation or its Subsidiaries and for other good and valuable
consideration, effective as of the date of this Agreement,
Corporation irrevocably grants to Employee 75,000 SSARs on the
terms and conditions set forth in this Agreement.
1.2 Base Price . The base
price of the SSARs is $14.50 per SSAR (the “Base
Price”), subject to adjustment as provided in Section 13
of the Plan.
1.3 Consideration to
Corporation . In consideration of the grant of the SSARs by
Corporation, Employee agrees to render faithful and efficient
services to Corporation or any Subsidiary, with such duties and
responsibilities as set forth in Employee’s employment
agreement with Corporation. Nothing in this Agreement or the Plan
confers upon Employee any right to continue in the employ of
Corporation or any Subsidiary or will interfere with or restrict in
any way the rights of Corporation and its Subsidiaries, which are
expressly reserved, to discharge Employee at any time for any
reason whatsoever, with or without cause, except as provided in
Employee’s employment agreement with Corporation.
1.4 Cause and Good Reason .
For purposes of this Agreement, “Cause” and “Good
Reason” for termination of employment have the meanings set
forth in Employee’s employment agreement.
1.5 Adjustments to SSARs .
The SSARs are subject to adjustment as provided in Section 13
of the Plan.
2. PERIOD OF
EXERCISABILITY
2.1 Commencement of
Exercisability .
(a) Unless the SSARs are otherwise
terminated or the time of their exercisability is accelerated in
accordance with this Agreement, the SSARs may be exercised from
time to time beginning
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on the dates indicated up to the following
limits (including any SSARs previously exercised pursuant to this
Agreement):
(i) Beginning April 1, 2010
– 18,750 SSARs;
(ii) Beginning April 1, 2011
– an additional 18,750 SSARs;
(iii) Beginning April 1, 2012
– an additional 18,750 SSARs; and
(iv) Beginning April 1, 2013
– 100 percent of the SSARs.
(b) Notwithstanding
Section 2.1(a), if Employee’s employment is terminated
by Corporation without Cause or by Employee for Good Reason, the
SSARs will become exercisable, to the extent they are not then
exercisable, as to the installment scheduled to become exercisable
in the calendar year in which termination of Employee’s
employment occurs and the installment scheduled to become
exercisable in the following calendar year. Acceleration of vesting
under this Section 2.1(b) is conditioned upon execution of the
release described in Section 6.2 of the Employee’s
employment agreement.
(c) Notwithstanding
Section 2.1(a), the SSARs will become fully and immediately
exercisable if an event occurs on or after six months following the
Grant Date that constitutes a Change in Control of Corporation
before the SSARs expire pursuant to Section 2.3. If the Change
in Control occurs before six months have elapsed following the
Grant Date, an aggregate of 37,500 SSARs will become fully and
immediately exercisable, and the remaining SSARs shall terminate
and be unexercisable. For purposes of this Agreement, “Change
in Control” is defined as the first occurrence of any of the
following:
(i) Any person (including any
individual, corporation, limited liability company, partnership,
trust, group, association, or other “person,” as such
term is used in Section 13(d)(3) or 14(d) of the Exchange Act)
other than a trustee or other fiduciary holding securities under an
employee benefit plan of Corporation, is or becomes a beneficial
owner (within the meaning of Rule 13d-3 promulgated under the
Exchange Act), directly or indirectly, of securities of Corporation
representing more than 50 percent of the combined voting power
of Corporation’s then outstanding securities;
(ii) A majority of the directors
elected at any annual or special meeting of shareholders are not
individuals nominated by Corporation’s then incumbent Board;
or
(iii) The shareholders of
Corporation approve (i) a merger or consolidation of
Corporation with any other corporation, other than a merger or
consolidation which would result in the Voting Securities (defined
as all issued and outstanding securities ordinarily having the
right to vote at elections of Corporation’s directors) of
Corporation outstanding immediately prior to such transaction
continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving entity)
50 percent or more of the combined voting power of the Voting
Securities of Corporation or of such surviving entity outstanding
immediately after such merger or consolidation, (ii) a plan of
complete liquidation of Corporation, or (iii) an agreement for
the sale or disposition by Corporation of all or substantially all
of its assets.
(d) No portion of the SSARs which
are unexercisable upon termination of Employee’s employment
with Corporation or any Subsidiary will subsequently become
exercisable.
2.2 Duration of
Exercisability . Once the SSARs become exercisable pursuant to
Section 2.1, they will remain exercisable until they become
unexercisable under Section 2.3.
2.3 Expiration of SSARs . To
the extent the SSARs have previously become exercisable, they may
not be exercised to any extent by anyone after the first to occur
of the following events:
(a) June 15, 2019;
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