Exhibit 10.2
EXECUTION COPY
AWARD AGREEMENT
for
NON-QUALIFIED STOCK
OPTION
(200,000 Shares)
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 purchase 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 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 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 OPTION
1.1 Grant of Option . 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 an Option to purchase
any part or all of an aggregate of 200,000 Shares of Common Stock
upon the terms and conditions set forth in this
Agreement.
1.2 Purchase Price . The
purchase price of the Shares covered by the Option is $14.50 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 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 in Option .
The Option is subject to adjustment as provided in Section 13
of the Plan.
2. PERIOD OF
EXERCISABILITY
2.1 Commencement of
Exercisability .
(a) Unless the Option is otherwise
terminated or the time of its exercisability is accelerated in
accordance with this Agreement, the Option may be exercised from
time to time beginning on the dates indicated to purchase Shares up
to the following limits (including any Shares previously purchased
pursuant to the Option):
1
(i) Beginning April 1, 2010
– 50,000 Shares;
(ii) Beginning April 1, 2011
– an additional 50,000 Shares;
(iii) Beginning April 1, 2012
– an additional 50,000 Shares; and
(iv) Beginning April 1, 2013
– 100 percent of the Shares.
(b) Notwithstanding
Section 2.1(a), if Employee’s employment is terminated
by Corporation without Cause or by Employee for Good Reason, the
Option will become exercisable, to the extent it is 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 Option 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 Option expires pursuant to Section 2.3. If the
Change in Control occurs before six months has elapsed following
the Grant Date, the Option will become fully and immediately
exercisable as to an aggregate of 100,000 Shares, and the Option
shall terminate and be unexercisable as to the remaining 100,000
Shares. 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 Option which
is unexercisable upon termination of Employee’s employment
with Corporation or any Subsidiary will subsequently become
exercisable.
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 . To
the extent the Option had previously b
