|
ITEM 5.02.
|
DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
|
On March 20, 2007, Rentrak Corporation ("Rentrak") entered into an employment agreement effective January 1, 2007, with Cathy Hetzel as Senior Vice President of Rentrak's VOD Essentials ("VOD") Division.
General Terms
The agreement provides for:
|
•
|
An initial term expiring December 31, 2007, with (a) automatic renewal for successive one-year periods unless Rentrak gives notice of nonrenewal by a specified date each year and (b) automatic extension for an additional two years if a change in control occurs during the term of the agreement.
|
|
•
|
An annual base salary of $255,000, beginning January 1, 2007.
|
|
•
|
Opportunities to receive annual bonus compensation based on net income from the VOD Division and satisfaction of predetermined performance criteria approved by Rentrak's Compensation Committee.
|
|
•
|
Receipt of awards under Rentrak's 2005 Stock Incentive Plan as determined in the discretion of the Compensation Committee.
|
|
•
|
Severance payments as described below.
|
Severance During Term of Agreement
If Ms. Hetzel dies or becomes disabled during the term of the agreement, she or her estate will be entitled to accrued base salary and other employee benefits through the date of termination of employment. If Ms. Hetzel is terminated during the term of the agreement and before a change in control of Rentrak occurs, by Rentrak without cause or by Ms. Hetzel for good reason, in addition to the benefits payable as described in the preceding sentence, Ms. Hetzel will be entitled to receive severance payments in the amount of her monthly base salary during a severance period of (a) three months for each full four years of continuous service, (b) six months, or (c) the remaining term of the agreement, whichever is longest. Medical benefits will also be continued during this period. If employment is terminated during the term of the agreement and after a change in control of
Rentrak occurs, either without cause or for good reason, Ms. Hetzel will be entitled to receive a lump sum payment equal to two times her then-current annual base salary and average annual bonus amount, subject to reduction if her resulting after-tax benefit would be larger due to the effect of the excise tax on excess parachute payments. She will also be entitled to continuation of medical benefits for two years. No severance benefits are payable if employment is terminated by Rentrak for cause or voluntarily by Ms. Hetzel other than for good reason. The terms "cause," "good reason," and "change in control" are defined in the agreements.
Severance After Term of Agreement
The agreement also provides for continuation of medical benefits and for severance payments in the event employment is terminated by Rentrak without cause, or by Ms. Hetzel with good reason, after expiration of the term, provided Ms. Hetzel has been employed by Rentrak for at
least five consecutive years. The total amount of the severance payments will equal Ms. Hetzel's monthly base salary then in effect times (a) three months for each full four years of continuous service or (b) six months, whichever is longer.
The above summary description of the employment agreement is qualified in its entirety by the full text of the agreement, a copy of which is filed as Exhibit 10.1 to this report and incorporated by reference.
Next Section
Previous Section