EXHIBIT 10.23
ADDENDUM TO EMPLOYMENT AGREEMENT
THIS CHANGE IN CONTROL ADDENDUM TO EMPLOYMENT AGREEMENT
("Addendum"), dated June 8th, 2000, is made by and between
Rentrak, Inc., an Oregon corporation (the "Company"), and
Marty Graham (the "Employee").
WHEREAS, the Company considers it essential to the best
interests of the Company to foster the continued employment
of its management personnel; and
WHEREAS, the Company recognizes that, as is the case with
many publicly-held corporations, the possibility of a Change
of Control (as defined below) exists and that such
possibility, and the uncertainty and questions which it may
raise among management, may result in the departure or
distraction of management personnel to the detriment of the
Company; and
WHEREAS, the Company has determined that appropriate steps
should be taken to reinforce and encourage the continued
attention and dedication of members of the Company's
management, including the Employee, to their assigned duties
without distraction in the face of potentially disturbing
circumstances arising from the possibility of a Change of
Control;
WHEREAS, the Company and Employee executed an Employment
Agreement ("Employment Agreement") on May 17, 1997;
NOW, THEREFORE, in consideration of the promises and the
mutual covenants contained herein, the Company and the
Employee hereby amend their Employment Agreement as follows:
1. Terms. If Employee voluntarily terminates his
employment without "Good Reason" (as defined by Employee's
Employment Agreement) within two (2) months following a
Change of Control, Employee shall be eligible to receive the
following payment in proportion to Employee's years' of
service to the Company. Specifically, Employee shall be
paid one week of Employee's base salary for each full year
that Employee has been employed with the Company. In no
case, however, shall this payment amount to less than two
(2) months' of Employee's base salary. This payment shall
be subject to all normal withholdings and deductions.
Employee acknowledges that voluntary termination by the
Employee without Good Reason at any time following a Change
of Control, shall not constitute "Good Reason" as defined by
Section(s) 2.05 of his/her Employment Agreement. Employee
further acknowledges that such termination shall not entitle
him to any rights or benefits provided by Section 4.03 of
his Employment Agreement.
2. Change of Control. For purposes of this Addendum, a
"Change of Control" shall be defined pursuant to Employee's
Employment Agreement.
3. Confidentiality, Proprietary, Trade Secret and Non-
Competition. Employee acknowledges that this Change of
Control Addendum is only a modification of the Change of
Control provision of his existing Employment Agreement
already in effect and that it in no way alters Employee's
obligations under any Agreements, including, but not limited
to, the Employee Confidentiality and Noncompetition
Agreement which remains in full force and effect.
IN WITNESS WHEREOF, the Company has caused this
Addendum to be executed on its behalf by its duly authorized
officers, and Employee has set his hand, as of the date
first written above.
MARTY GRAHAM RENTRAK, INC.
By:
Date: Title:
Date:
