EXHIBIT 10.1
Form of
AWARD AGREEMENT
NON-QUALIFIED STOCK
OPTION
THIS AWARD AGREEMENT, effective as
of ,
is made by and between RENTRAK CORPORATION , an Oregon
corporation (“Corporation”),
and ,
an employee of Corporation (“Employee”):
RECITALS
A.
Corporation wishes to afford
Employee the opportunity to purchase shares of its $.001 par value
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 interest of Corporation and its shareholders to
grant the Non-Qualified Stock Option Award (the
“Option”) provided for in this Agreement to Employee as
an inducement [to become an executive of Corporation] and to remain
in the service of Corporation and as an incentive for increased
efforts during such service;
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 OPTION
1.1
Grant of Option.
In consideration of
Employee’s agreement to remain in the employ 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 an Option to purchase any part or all of an
aggregate
of shares
of its $.001 par value Common Stock upon the terms and conditions
set forth in this Agreement and the Plan.
1.2
Purchase Price
The purchase price of the
shares of Common Stock covered by the Option is
$ per
share, without commission or other charge, subject to adjustment as
provided in Section 13 of the Plan.
1.3
Consideration to
Corporation In
consideration of the granting of this Option by Corporation,
Employee agrees to render faithful and efficient services to
Corporation or a Subsidiary[, with such duties and responsibilities
as set forth in Employee’s Employment Agreement with
Corporation]. Nothing in this Agreement or in 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
Adjustments in Option
The Committee may make
adjustments with respect to the Option in accordance with the
provisions of Section 13 of the Plan.
2.
PERIOD OF EXERCISABILITY
2.1
Commencement of
Exercisability
(a)
Subject to Sections 2.1(b),
2.1(c) and 2.3, the Option will become exercisable in four
cumulative installments as follows:
1
(i)
The first installment consists of
25% of the shares covered by the Option and will become exercisable
on the first anniversary of the date the Option is
granted.
(ii)
The second installment consists of
25% of the shares covered by the Option and will become exercisable
on the second anniversary of the date the Option is
granted.
(iii)
The third installment consists of
25% of the shares covered by the Option and will become exercisable
on the third anniversary of the date the Option is
granted.
(iv)
The fourth installment consists of
25% of the shares covered by the Option and will become exercisable
on the fourth anniversary of the date the Option is
granted.
(b)
No portion of the Option which is
unexercisable at Termination of Employment will subsequently become
exercisable.
(c)
[Notwithstanding
Sections 2.1(a) and 2.1(b), the Option will become fully
and immediately exercisable in the event that after the occurrence
of an event that would constitute a “change in control”
of Corporation (under either the definition of that term in the
Plan or the definition of that term in Employee’s Employment
Agreement with Corporation) and during the term of Employee’s
Employment Agreement with Corporation, Corporation terminates
Employee’s employment with Corporation without
“Cause” or Employee voluntarily terminates his
employment with Corporation with “Good Reason” (as
those terms are defined in Employee’s Employment
Agreement).]
2.2
Duration of
Exercisability
Once the Option becomes exercisable pursuant to Section 2.1,
it will remain exercisable until it becomes unexercisable under
Section 2.3.
2.3
Expiration of Option
. The Option may not be
exercised to any extent by anyone after the first to occur of the
following events:
(a)
The expiration of 10 years from the
date the Option was granted;
(b)
The expiration of one month from the
date of Employee’s voluntary Termination of Employment
without Good Reason;
(c)
The expiration of three months from
the date of Employee’s Termination of Employment by reason of
his retirement, his being discharged without Cause, or his
voluntary Termination of Employment for Good Reason, unless
Employee dies within said three-month period;
(d)
The expiration of one year from the
date of Employee’s Termination of Employment by reason of his
permanent and total disability (within the meaning of
Section 22(e)(3) of the Code);
(e)
The expiration of one year from the
date of Employee’s death;
(f)
Immediately upon Employee’s
Termination of Employment for Cause; or
(g)
On the date specified in
Section 2.4(b) in connection with a Terminating Event (as
that term is defined in Section 2.4(b)).
2.4
Adjustments to and/or
Cancellation of the Option
(a)
Neither (i) the issuance of
additional shares of stock of Corporation in exchange for adequate
consideration (including services), nor (ii) the conversion
of outstanding preferred shares of
2
Corporation into Common Stock, will
be deemed to require an adjustment in the shares covered by the
Option or in the purchase price of shares subject to the Option
pursuant to Section 13 of the Plan. In the event the
Committee determines that an event has occurred affecting
Corporation such that an adjustment to the Option under
Section 13 of the Plan should be made but that it is not
practical or feasible to make such an adjustment, such event will
be deemed a Terminating Event subject to the following
paragraph.
(b)
Subject to Section 13 of the
Plan, in the event of a “Change in Control” of
Corporation (under [either] the definition of that term in the Plan
[or the defin
