Compensation Committee Charter

(adopted June 25, 2004)
(amended May 16, 2007)

Statement of Purpose

The Compensation Committee (the “Committee”) shall discharge the responsibilities of the Board of Directors (the “Board”) of Rentrak Corporation (the “Company”) with respect to the Company's compensation programs and compensation of the Company's executives and directors. The Committee has overall responsibility for approving and evaluating the Company's director and officer compensation plans, policies and programs and addressing other compensation issues facing the Company that require Board action.

The Committee is also responsible for discussing with management and recommending to the Board of Directors the Compensation Discussion and Analysis for inclusion in the Company's annual proxy statement, in accordance with applicable rules and regulations of the Securities and Exchange Commission.

Committee Membership and Qualifications

Each member of the Committee shall be an “independent director” as defined in Rule 5605(a)(2) of the listing standards for companies quoted on The Nasdaq Stock Market and shall meet any additional independence requirements adopted by the Company for independent directors. Additionally, no director may serve on the Committee unless he or she (i) is a “Non-Employee Director” under the qualifications set forth in Rule 16b-3 of the Securities Exchange Act of 1934 and (ii) satisfies the requirements of an “outside director” for purposes of Section 162(m)(4)(C) of the Internal Revenue Code.

Appointment and Removal of Committee Members

The Committee shall be comprised of at least three members of the Board, appointed annually or as necessary to fill vacancies, by a majority vote of all the directors then in office on the recommendation of the Nominating and Governance Committee. Each member shall serve until his or her successor is duly elected and qualified or until such member's earlier resignation or removal. Any member of the Committee may be removed, with or without cause, by a majority vote of all the directors then in office.

Chair

The Board shall appoint the Chair of the Committee on the recommendation of the Nominating and Governance Committee. The Chair will chair all meetings of the Committee and, in consultation with the Chairman of the Board other than for executive sessions, set the agendas for Committee meetings.

Meetings

The Committee shall meet at least two times annually, or more frequently as circumstances dictate. Any member of the Committee may call meetings of the Committee.

The Committee shall meet regularly without company management present. The Committee may invite to its meetings any officer, employee or director of the Company and such other persons as it deems appropriate in order to carry out its responsibilities. No member of management, however, may be present during any deliberations or voting concerning his or her individual performance or compensation.

Responsibilities and Duties

In furtherance of its purpose, the Committee shall have the following responsibilities and duties:

Compensation of Executive Officers and Directors

The Committee shall review and approve the overall compensation philosophy of the Company.
The Committee shall review and approve corporate and individual performance goals and objectives relevant to Chief Executive Officer and other executive officer compensation.
The Committee shall evaluate the performance of the Chief Executive Officer and other executive officers in light of those goals and objectives and, based on such evaluation, consider and approve the annual salary, performance and other bonuses, stock options and other benefits, direct and indirect, of the Chief Executive Officer and, in consultation with the Chief Executive Officer, of the other executive officers.
In determining the long-term component of compensation of the Chief Executive Officer and the other executive officers, the Committee will consider various evaluation criteria, including the Company's performance and relative shareholder return, the value of similar incentive awards to chief executive officers and other executive officers at comparable companies, and the awards given to the Company's Chief Executive Officer and other executive officers in past years.
In connection with executive compensation programs, the Committee shall:
(a) Review and recommend to the Board for approval new executive compensation programs as it deems appropriate;
(b) Review on a periodic basis the operation of the Company's executive compensation programs to determine whether they are properly coordinated and achieving their intended purpose(s); and
(c) Establish and periodically review policies for the administration of executive compensation programs.
The Committee shall periodically review and approve any perquisites and other personal benefits offered to senior management personnel.
The Committee shall review and recommend to the Board types and amounts of compensation to be provided to nonemployee directors.
The Committee shall review and recommend to the Board, or approve, any compensatory contracts or arrangements with current or former executive officers of the Company, including consulting arrangements, employment contracts, and severance or termination agreements. Any transactions presenting conflict of interest issues shall be referred to the Audit Committee for its review and approval.

Incentive Compensation and Equity-Based Plans

The Committee shall review and make recommendations to the Board with respect to amendment, modification or termination of the Company's existing incentive compensation and equity-based plans.
The Committee shall consider and make recommendations to the Board with respect to the establishment of new incentive compensation plans and equity-based plans, subject to shareholder approval if required by law or as otherwise deemed appropriate.
The Committee shall have and shall exercise all the authority of the Board with respect to the administration of all incentive compensation and equity-based plans to the extent provided in such plans or expressly delegated by the Board.
The Committee shall consider and approve all performance bonuses and other discretionary bonuses to be awarded to the Chief Executive Officer and other executive officers.
The Committee shall review and approve all awards to be granted pursuant to the Company's equity-based plans.
The Committee shall monitor compliance by executive officers with the requirements and policies relating to the Company's equity-based plans.

Pension and Other Benefit Plans

The Committee shall review and make recommendations to the Board regarding the adoption or amendment of employee pension, retirement, profit sharing, deferred compensation, and other benefit plans in which senior management personnel may participate. The Committee may delegate administrative matters relating to such plans to the Company's management personnel to the extent permitted by law or regulation.

Reporting and Review Procedures

The Committee shall approve and submit annually a report on executive compensation for inclusion in the Company's proxy statement, in accordance with applicable rules and regulations of the Securities and Exchange Commission.
The Committee shall report regularly to the Board (i) following meetings of the Committee, (ii) with respect to such other matters as are relevant to the Committee's discharge of its responsibilities, and (iii) with respect to such recommendations as the Committee may deem appropriate. The report to the Board may take the form of an oral report by the Committee Chair or any other member of the Committee designated by the Committee to make such report.
The Committee shall maintain minutes or other records of meetings and activities of the Committee.

No Delegation to Subcommittees

The Committee shall not have the authority to delegate any of its responsibilities to a subcommittee of the Committee.

Studies and Investigations

The Committee shall have the power and authority to conduct or authorize studies and investigations into any matter of interest or concern within the scope of its responsibilities that the Committee deems appropriate, and shall have the sole authority to retain independent counsel, compensation consultants, accountants, or other experts to assist in the conduct of any such study or investigation, including the authority to approve fees payable to such experts and any other terms of retention.

Annual Performance Evaluation

The Committee shall perform a review and evaluation, at least annually, of the performance of the Committee, including by reviewing the compliance of the Committee with this Charter. In addition, the Committee shall review and reassess, at least annually, the adequacy of this Charter and recommend to the Board any improvements to this Charter that the Committee considers necessary or appropriate. The Committee shall conduct such evaluations and reviews in such manner as it deems appropriate.

Return to Corporate Governance

Corporate Governance