RENTRAK CORPORATION RESTRICTED STOCK UNIT AWARD AGREEMENT

Exhibit 10.3

*Portions of this exhibit are considered confidential by the registrant and have been omitted from filing and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

RENTRAK CORPORATION

RESTRICTED STOCK UNIT AWARD AGREEMENT

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (“RSU Award 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 (“Employee”).

RECITALS

A. This RSU Award Agreement is being executed in connection with the employment of Employee as Chief Executive Officer of Corporation, as contemplated by the Employment Agreement between Employee and Corporation dated June 15, 2009 (“Employment Agreement”).

B. The Compensation Committee of Corporation’s Board of Directors (the “Committee”) has determined that it would be to the advantage and best interest of Corporation and its shareholders to grant the award of Restricted Stock Units (as defined below) provided for in this Agreement (“RSU Award”) 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. DEFINITIONS

1.1 “Change in Control Transaction” means the first occurrence of any of the following:

(a) 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;

(b) 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

(c) 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.

1.2 “Common Stock” means Corporation’s $.001 par value Common Stock.

1.3 “Modified EBITDA” means Corporation’s Earnings Before Interest, Taxes, Depreciation, and Amortization (EBITDA) reduced, for a given fiscal year, by (a) Corporation’s capital expenditures and (b) payments

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to third parties to acquire data to the extent that such payments total in excess of $*, as determined by Corporation no later than June 15 of that fiscal year.

1.4 “Restricted Stock Unit” represents a hypothetical share of Common Stock. As a holder of Restricted Stock Units, Employee will have only the rights of a general unsecured creditor of Corporation until delivery of shares of Common Stock is made as specified in this RSU Award Agreement.

2. TERMS OF RSU AWARD

2.1 Restricted Stock Units . Effective as of the Grant Date, Corporation has granted to Employee a RSU Award covering 213,750 Restricted Stock Units, subject to the terms, definitions, and provisions of this RSU Award Agreement.

2.2 Restriction Periods .

2.2.1 Restriction Period 1 . Restriction Period 1 commences on the Grant Date and ends on March 31, 2010.

2.2.2 Restriction Period 2 . Restriction Period 2 commences on April 1, 2010, and ends on March 31, 2011.

2.2.3 Restriction Period 3 . Restriction Period 3 commences on April 1, 2011, and ends on March 31, 2012.

2.2.4 Restriction Period 4 . Restriction Period 4 commences on the Grant Date and ends on March 31, 2013.

2.3 Restrictions During Restriction Period . During the applicable Restriction Period (except as provided in Sections 2.4 and 2.5), Employee may not sell, assign, transfer, pledge, encumber, or otherwise dispose of this RSU Award or the shares of Common Stock to be received upon settlement of the Restricted Stock Units governed by this RSU Award and Employee will not become vested in the Restricted Stock Units unless Employee continues to serve as an employee of Corporation until the applicable Settlement Date as provided in Section 3 below; provided that, for purposes of Section 2.4.3, the requirement that Employee remain employed by Corporation shall cease to apply if Employee’s employment is terminated while a Change in Control Transaction is pending.

2.4 Vesting of Restricted Stock Units . The RSU Award and the Restricted Stock Units are initially not vested and may become vested and non-forfeitable upon the satisfaction of performance goals specified in Sections 2.4.1, 2.4.2, and 2.4.3 below; provided that the maximum total number of Restricted Stock Units that may vest with respect to (x) performance goals labeled as “A” in Sections 2.4.1, 2.4.2 and 2.4.3 below is 90,000; (y) performance goals labeled as “B” in Sections 2.4.1, 2.4.2 and 2.4.3 below is 33,750; and (z) performance goals labeled as “C” in Sections 2.4.1, 2.4.2 and 2.4.3 below is 90,000; and further provided that in no event will more than a total of 213,750 Restricted Stock Units become vested and nonforfeitable pursuant to this RSU Award Agreement.

2.4.1 Modified EBITDA Goals . Subject to Sections 2.4.2 and 2.4.3 and the accelerated vesting provisions of Section 2.5, the RSU Award and the Restricted Stock Units may become vested and nonforfeitable upon the satisfaction of goals relating to Modified EBITDA as of the expiration of the applicable Restriction Period, as follows:

(a) A portion of the Restricted Stock Units equal to a maximum of 63,000 of the total Restricted Stock Units subject to this RSU Award are subject to Restriction Period 1 and will become vested and nonforfeitable according to the following schedule:

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(b) A portion of the Restricted Stock Units equal to a maximum of 71,250 of the total Restricted Stock Units subject to this RSU Award are subject to Restriction Period 2 and will become vested and nonforfeitable according to the following schedule: