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RENT > SEC Filings for RENT > Form 8-K on 10-Nov-2011All Recent SEC Filings

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Form 8-K for RENTRAK CORP


10-Nov-2011

Change in Directors or Principal Officers, Financial Statements and Exhibits


Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e)

On November 6, 2011, Rentrak Corporation (the "Company") entered into an Amendment to Employment Agreement, dated effective as of November 6, 2011, with William P. Livek (the "Livek Amendment"), the Company's Chief Executive Officer, which amended certain provisions of the Employment Agreement dated as of June 15, 2009 between the Company and Mr. Livek (the "Livek Employment Agreement"). On November 6, 2011, the Company also entered into an Amendment to Employment Agreement, dated effective as of November 6, 2011, with David I. Chemerow (the "Chemerow Amendment" and, together with the Livek Amendment, the "Amendments"), the Company's Chief Operating Officer, Chief Financial Officer and Secretary, which amended certain provisions of the Amended and Restated Employment Agreement dated as of October 15, 2009 between the Company and Mr. Chemerow (the "Chemerow Employment Agreement" and, together with the Livek Employment Agreement, the "Employment Agreements").

The Livek Amendment amends the following provisions of the Livek Employment Agreement:

The term of the Livek Employment Agreement is extended to June 30, 2015 (with respect to the Livek Employment Agreement, the "Term").

Section 5.3 of the Livek Employment Agreement has been amended to provide that if the Company terminates Mr. Livek's employment without Cause, or if Mr. Livek terminates his employment for Good Reason, as each of those terms is defined in the Livek Employment Agreement, Mr. Livek will be entitled to (i) a bonus payment equal to $100,000 for each fiscal year ending during the Term after the date of termination plus a prorated portion of such amount for any portion of a fiscal year immediately preceding the end of the Term; and (ii) his then-current base salary calculated through the end of the Term.

If the Company terminates Mr. Livek's employment without Cause, or if Mr. Livek terminates his employment for Good Reason, (i) any remaining unvested restricted stock unit awards ("RSUs") then held by Mr. Livek will cease to be subject to forfeiture based on termination of employment and will continue to be eligible to vest according to their terms until March 31, 2015 based on the extent to which the Company achieves the financial goals or share price goals set forth in the applicable award agreement during the fiscal periods specified therein and (ii) any unvested stock options and stock settled appreciation rights held by Mr. Livek will immediately vest and become exercisable in full upon termination of his employment with the Company.

The definition of "Cause" was revised to mean Mr. Livek's: (i) material breach of fiduciary obligations to the Company through actions taken or omitted in bad faith and without a reasonable belief that such actions or omissions would directly or indirectly benefit the Company; (ii) material breach of certain sections of the Livek Employment Agreement; and
(iii) conviction of a crime involving fraud, theft, embezzlement or moral turpitude; provided that actions or omissions described in clause (i) or
(ii) may be cured in specified circumstances.

Except for the amendments specifically set forth in the Livek Amendment, the terms of the Livek Employment Agreement remain in full force and effect.

The Chemerow Amendment amends the following provisions of the Chemerow Employment Agreement:

The term of the Chemerow Employment Agreement is extended to September 30, 2015 (with respect to the Chemerow Employment Agreement, the "Term").



Section 5.3 of the Chemerow Employment Agreement has been amended to provide that if the Company terminates Mr. Chemerow's employment without Cause, or if Mr. Chemerow terminates his employment for Good Reason, as each of those terms is defined in the Chemerow Employment Agreement, Mr. Chemerow will be entitled to (i) a bonus payment equal to $100,000 for each fiscal year ending during the Term after the date of termination plus a prorated portion of such amount for any portion of a fiscal year immediately preceding the end of the Term; and (ii) his then-current base salary calculated through the end of the Term.

If the Company terminates Mr. Chemerow's employment without Cause, or if Mr. Chemerow terminates his employment for Good Reason, (i) any remaining unvested RSUs then held by Mr. Chemerow will cease to be subject to forfeiture based on termination of employment and will continue to be eligible to vest according to their terms until June 30, 2015 based on the extent to which the Company achieves the financial goals or share price goals set forth in the applicable award agreement during the fiscal periods specified therein and (ii) any unvested stock options held by Mr. Chemerow will immediately vest and become exercisable in full.

The definition of "Cause" was revised to mean Mr. Chemerow's: (i) material breach of fiduciary obligations to the Company through actions taken or omitted in bad faith and without a reasonable belief that such actions or omissions would directly or indirectly benefit the Company; (ii) material breach of certain sections of the Chemerow Employment Agreement; and
(iii) conviction of a crime involving fraud, theft, embezzlement or moral turpitude; provided that actions or omissions described in clause (i) or
(ii) may be cured in specified circumstances.

Except for the amendments specifically set forth in the Chemerow Amendment, the terms of the Chemerow Employment Agreement remain in full force and effect.

The foregoing descriptions of the Amendments do not purport to be complete and are qualified in their entirety by reference to the full text of the Amendments, which are filed as Exhibits 10.1 and 10.2 hereto and incorporated by reference herein.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are furnished herewith and this list is intended to constitute the exhibit index:

10.1    Amendment to Employment Agreement, effective as of November 6, 2011,
        between Rentrak Corporation and William P. Livek.

10.2    Amendment to Employment Agreement, effective as of November 6, 2011,
        between Rentrak Corporation and David I. Chemerow.


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