##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 Amendment No. 1
 Form 10-K/A
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Fiscal Year Ended December 31, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number 0-23137
 RealNetworks, Inc.
  Washington(State of incorporation)
    
    91-1628146(I.R.S. Employer Identification Number)2601 Elliott Avenue, Suite 1000
Seattle, Washington(Address of principal executive offices)
    
    98121(Zip Code)
 Registrants telephone number, including area code:
(206) 674-2700
 Securities registered pursuant to Section 12(b) of the Act:
 Title of Each Class
    
    Name of Each Exchange on Which RegisteredCommon Stock, Par Value $0.001 per share 
Preferred Share Purchase Rights
    
    The NASDAQ Stock Market LLC
The NASDAQ Stock Market LLC
 Securities registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
 o þ
 o þ
 þ o
 o o
 þ
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 o þ
   
 (1)
    
    Excludes shares held of record on that date by directors, executive
officers and 10% shareholders of the registrant. Exclusion of such
shares should not be construed to indicate that any such person
directly or indirectly possesses the power to direct or cause the
direction of the management of the policies of the registrant.




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EXPLANATORY NOTE
    2




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##### 



TABLE OF CONTENTS
 PagePART IIIItem 10. Directors, Executive Officers and Corporate Governance
    
    
    4Item 11. Executive Compensation
    
    
    8Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
    
    
    32Item 13. Certain Relationships and Related Transactions, and Director Independence
    
    
    36Item 14. Principal Accounting Fees and Services
    
    
    36PART IVItem 15. Exhibits, Financial Statement Schedules
    
    
    37Exhibit Index
    
    
    38Signatures
    
    
    41EX-31.1EX-31.2
  3




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##### Table of Contents



PART III.
 
 Item 10.
    
    Directors, Executive Officers and Corporate Governance
 Our Directors
  Name
    
    Age
    
    Position(s)
    
    Class
    
    Director SinceRobert Kimball
    
    
    46
    
    
    President, Acting Chief Executive
Officer and Director
    
    3
    
    2010Robert Glaser(4*)
    
    
    48
    
    
    Chairman of the Board of Directors
    
    3
    
    1994Eric A. Benhamou(1*, 2)
    
    
    54
    
    
    Lead Independent Director
    
    1
    
    2003Edward Bleier(3)
    
    
    80
    
    
    Director
    
    1
    
    1999Pradeep Jotwani(1, 2*)
    
    
    55
    
    
    Director
    
    2
    
    2008Jonathan D. Klein(3, 4)
    
    
    49
    
    
    Director
    
    2
    
    2003Kalpana Raina(1, 3*)
    
    
    54
    
    
    Director
    
    1
    
    2001
 
 (1)
    
    Member of the Audit Committee of the Board of Directors(2)
    
    Member of the Compensation Committee of the Board of Directors(3)
    
    Member of the Nominating and Corporate Governance Committee of the Board of
Directors(4)
    
    Member of the Strategic Transactions Committee of the Board of Directors*
    
    Committee Chairperson Biographical Information
 Class 1 Directors
 Specific Experience,Qualifications and SkillsBiographical Information
    
    Considered by our BoardEric A. Benhamou
Age 54

Director since 2003
    
    Mr. Benhamou was appointed
lead independent director of
RealNetworks Board of
Directors in 2008. Mr.
Benhamou has served as
chairman of the board of
directors of Cypress
Semiconductor, Inc., a
publicly-traded
semiconductor company, since
1993 and as chairman of the
board of directors of 3Com
Corporation, a provider of
secure, converged voice and
data networking solutions
from 1994 to April 2010. He
served as chief executive
officer of Palm, Inc., a
publicly-traded provider of
mobile products and
solutions, from 2001 until
2003 and as chairman of the
board of directors until
October 2007. He also
served as chief executive
officer of 3Com from 1990 to
2000. Mr. Benhamou
co-founded Bridge
Communications, an early
networking pioneer, and was
vice president of
engineering until its merger
with 3Com in 1987. He has
served as a director of SVB
Financial Group, a
publicly-traded financial
services company, since 2005
and as a director of
Voltaire Ltd., a
publicly-traded provider of
server, storage switching
and software solutions,
since March 2007. Mr.
Benhamou serves on the
executive committee of
TechNet and is vice chairman
of the board of governors of
Ben Gurion University of the
Negev. He is the chief
executive officer of
Benhamou Global Ventures, an
investment firm he founded
in 2003, and serves on the
boards of directors of
several private companies.
Mr. Benhamou holds a Master
of Science degree from
Stanford Universitys School
of Engineering and a Diplôme
dIngénieur from Ecole
Nationale Supérieure dArts
et Métiers, Paris.
    
    Experience with technology
companies through service on the
boards of directors of various
public and private companies
Senior executive leadership,
business strategy and chief
executive officer experience with
technology companies
Management advisory experience 

Financial and accounting experience
 4




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Specific Experience,Qualifications and SkillsBiographical Information
    
    Considered by our BoardEdward Bleier 
Age 80
Director since 1999
    
    Mr. Bleier has served
as a director of CKX,
Inc., a publicly-traded
company engaged in the
ownership, development
and commercial
utilization of
entertainment content,
since February 2005 and
as a director of
Blockbuster Inc, a
publicly-traded
provider of in-home
movie and game
entertainment since May
2005. Mr. Bleier is
retired from Warner
Bros. where he served,
partly, as President of
Domestic Pay-TV, Cable
and Networks Features,
which encompasses
feature films, TV
programming, animation,
network sales,
video-on-demand and
consumer marketing.
Additionally, Mr.
Bleier serves as
Chairman Emeritus of
the Advisory Board of
the Center for
Communication, Chairman
of the Guild Halls
Academy of the Arts, a
director of The Dana
Foundation, a trustee
of The Bleier Center
for Television and
Popular Culture at
Syracuse University and
a member of the Council
on Foreign Relations.
He also authored the
2003 New York Times
bestseller The
Thanksgiving Ceremony.
Mr. Bleier holds a
Bachelor of Science
degree from Syracuse
University.
    
    Senior executive leadership
and business strategy
experience
Extensive experience in the
media and entertainment
industry as a result of his
35-year career as an
executive at Warner Bros.
Experience through service as
a director of public
companiesKalpana Raina 
Age 54
Director since 2001
    
    Ms. Raina is the
managing partner of 252
Solutions, LLC, an
advisory firm.
Previously, Ms. Raina
was a senior executive
with The Bank of New
York, a global
financial services
company. She joined The
Bank of New York in
1989 and held a variety
of leadership
positions, most
recently Executive Vice
President and Head of
European Country
Management and
Corporate Banking.
Prior to that, she
served in Mumbai, India
as the banks Executive
Vice President,
International. During
her eighteen-year
career with the bank
she had responsibility
for clients in the
Media,
Telecommunications,
Healthcare, Retailing,
Hotels and Leisure and
Financial services
industries in Asia,
Europe, and the United
States. Ms. Raina has
served as a director of
John Wiley & Sons,
Inc., a publicly-traded
global publisher of
print and electronic
products, since
September 2009 and as a
director of Information
Services Group, Inc., a
publicly-traded company
specializing in the
assessment, evaluation,
negotiation, and
management of service
contracts between
clients and their
outside contractors,
since August 2009. Ms.
Raina is a member of
Women Corporate
Directors and The
National Association of
Corporate Directors and
a past member of The
US- India Business
Council. Ms. Raina
holds a B.A. Honors
degree from Panjab
University, India and
an M.A. degree in
English Literature from
McMaster University.
    
    Senior executive leadership
and business strategy
experience
Management advisory experience
Significant experience,
expertise and background with
regard to business,
accounting and financial
matters
Experience through service as
a director of public
companies
 5




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Class 2 Directors
 Specific Experience, QualificationsBiographical Information
    
    and Skills Considered by our BoardPradeep Jotwani 
Age 55
Director since 2008
    
    Mr. Jotwani has served on
the board of directors of
Akeena Solar, Inc., a
publicly-traded manufacturer
and installer of solar power
systems, since August 2009.
Mr. Jotwani also serves as a
consulting operating
executive at Vector Capital,
a private equity firm. From
1982 through 2007, he held a
number of senior management
positions in Europe and the
United States with
Hewlett-Packard Company, a
leading provider of printing
and personal computing
products and IT services,
software and solutions.
From 2002 to 2007, Mr.
Jotwani served as Senior
Vice President and head of
Hewlett-Packards $16
billion Printing Supplies
business and prior to that
was President of
Hewlett-Packards Consumer
Business Organization. Mr. Jotwani serves as a trustee of the Crystal Springs Uplands School, and he serves on the advisory board of the Markulla Center of Applied Ethics at Santa Clara University. Mr.
Jotwani holds a bachelors
degree in mechanical
engineering from the Indian
Institute of Technology in
Kanpur, India, a masters
degree in industrial
engineering from the
University of Wisconsin in
Madison and a masters
degree in business
administration from Stanford
University in Palo Alto, California.
    
    Senior executive leadership and
business strategy experience with
technology companies
Industry experience through
employment with technology
companies
Experience through service as a
director of public companiesJonathan D. Klein
Age 49

Director since 2003
    
    Mr. Klein is a co-founder of
Getty Images, Inc., a
provider of imagery and
related products and
services, where he has
served as Chief Executive
Officer and a director since
its inception in 1995. Prior
to founding Getty Images,
Mr. Klein served as a
director of London-based
investment bank Hambros Bank
Limited, where he led the
banks media industry group.
Mr. Klein also serves on the
boards of Getty Investments
L.L.C., Daylife, Life.com,
The Groton School, the
Global Business Coalition on
HIV/AIDS and Friends of the
Global Fight Against AIDS,
Tuberculosis and Malaria.
Mr. Klein holds a Masters
Degree from Cambridge
University.
    
    Senior executive leadership and
business strategy experience
gained through founding a company
and through service as a chief
executive officer
Media industry experience
Experience through service as a
director of public companies
 Class 3 Directors
 Specific Experience, QualificationsBiographical Information
    
    and Skills Considered by our BoardRobert Glaser 
Age 48
Director since 1994
    
    Mr. Glaser has served as
Chairman of the Board of
Directors of RealNetworks
since its inception in 1994
and he served as its Chief
Executive Officer from 1994
to January 2010. Mr.
Glasers professional
experience also includes ten
years of employment with
Microsoft Corporation where
he focused on the
development of new
businesses related to the
convergence of the computer,
consumer electronics and
media industries. Mr. Glaser
holds a B.A. and an M.A. in
Economics and a B.S. in
Computer Science from Yale
University.
    
    Senior executive leadership and
business strategy experience
gained through founding a company
and through service as an
executive at technology companies
Historical knowledge of
RealNetworks through 16 years of
service as Chief Executive Officer
and Chairman of the Board
 6




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Specific Experience, QualificationsBiographical Information
    
    and Skills Considered by our BoardRobert Kimball 
Age 46
Director since 2010
    
    Mr. Kimball has served
as President, Acting
Chief Executive Officer
and director of
RealNetworks since
January 2010. Mr.
Kimball joined
RealNetworks in 1999
and has held various
positions including
Executive Vice
President, Legal and
Business Affairs,
General Counsel and
Corporate Secretary
from January 2009 to
January 2010, Senior
Vice President, Legal
and Business Affairs,
General Counsel and
Corporate Secretary
from January 2005 to
January 2009, and Vice
President, Legal and
Business Affairs,
General Counsel and
Corporate Secretary
from January 2003 to
January 2005. Mr.
Kimball holds a B.A.
with distinction from
the University of
Michigan and a J.D.,
magna cum laude, from
the University of
Michigan Law School.
    
    Senior executive leadership and
business strategy experience with
technology companies, including
seven years of service as an
executive and General Counsel of
RealNetworks
Experience concerning governance,
government processes and law
Historical knowledge of
RealNetworks through over ten
years of service as an employee
 Section 16(a) Beneficial Ownership Reporting Compliance
   Code of Business Conduct and Ethics
 ( www.realnetworks.com/company/investor ) www.realnetworks.com/company/investor
 Shareholder Nominations and Recommendations for Director Candidates
  Audit Committee of the Board
  7




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Item 11.
    
    Executive Compensation
 Compensation Discussion and Analysis
  Role of the Compensation Committee
 http://investor.realnetworks.com/governance.cfm
 
    
    Periodically reviewing and making recommendations to the independent members of our
Board of Directors regarding the employee agreements or arrangements with, and
compensation and termination of, the Chief Executive Officer;
    
    Reviewing and establishing the employee agreements or arrangements with, and
compensation and termination of, our executive officers other than the Chief Executive
Officer;
    
    Establishing and revising employee incentive compensation plans (other than with
respect to the Chief Executive Officer);
    
    Carrying out duties assigned to the Compensation Committee under any stock option plan
or other plan and grant stock options to executive officers (other than the Chief
Executive Officer);
    
    Making regular reports to the Board of Directors; and
    
    Performing duties as assigned by the Board of Directors.
  Overview of Executive Compensation Program
  
    
    Attract, motivate and retain the best executives.The
total compensation for executive officers should be
competitive with the compensation paid by similarly
situated companies in the digital media, technology and
other relevant industries and the compensation packages
offered by other private and public companies with which we
believe we compete for talent, and should enhance retention
by having long-term incentives that are subject to
multi-year vesting.
    
    Reward individual performance against the achievement of
measurable performance targets.The compensation packages
provided to our executive officers should include
compensation that rewards performance as measured against
established annual and strategic goals. These goals may
cover both the unit for which the executive is responsible
and the company as a whole.
    
    Provide pay incentives that align executive compensation
with the long-term interests of all of our stakeholders 
shareholders, customers and employees.Executive
compensation should be designed to motivate executives to
build a growing, profitable and sustainable business. This
can best be achieved by encouraging our executive officers
to conceive, develop and market the best products and
services in our chosen markets and to exceed customer
expectations.
 8




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
    
    Executive compensation elements do not encourage
unnecessary and excessive risk taking. Elements of the
overall compensation packages provided to our executive
officers should provide a balance between fixed and
variable elements that are established at sufficient levels
to discourage unnecessary risk taking.
  Role of Management in Compensation Decisions
   Benchmarking
    Avid Technologies, Inc.
    
    Getty Images, Inc.*
    
    Red Hat, Inc.
    
    ValueClick, Inc.CNET Networks, Inc.*
    
    Interactive Data Corp.
    
    Shutterfly Inc.
    
    Vignette Corporation**F5 Networks, Inc.
    
    Move Inc.
    
    TiVo Inc.
    
    WebMD Health Corp.Gemstar-TV Guide International, Inc.*
    
    Netflix, Inc.
 
 *
    
    acquired in 2008**
    
    acquired in 2009  9




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CNET Networks, Inc.*
    
    Midway Games, Inc.**
    
    Sonic Solutions
    
    TiVo Inc.Digimarc Corporation
    
    Move Inc.
    
    The Knot Inc.
    
    United Online, Inc.DivX, Inc.
    
    Orbitz Worldwide, Inc.
    
    TheStreet.com, Inc.
    
    Vignette Corporation**Glu Mobile Inc.
    
    Shutterfly, Inc.
    
    THQ Inc.
 
 *
    
    acquired in 2008**
    
    acquired in 2009   2009 Executive Compensation
 Compensation of the Chief Executive Officer
  Avid Technologies, Inc.
    
    Getty Images, Inc.*
    
    Red Hat, Inc.
    
    ValueClick, Inc.CNET Networks, Inc.*
    
    Interactive Data Corp.
    
    Shutterfly Inc.
    
    Vignette Corporation**F5 Networks, Inc.
    
    Move Inc.
    
    TiVo Inc.
    
    WebMD Health Corp.Gemstar-TV Guide International, Inc.*
    
    Netflix, Inc.
 
 *
    
    acquired in 2008**
    
    acquired in 2009   10




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Revenue
    
    EBITDAAttainment
    
    Incentive Payout
    
    Attainment
    
    Incentive Payout<90%
    
    No payout
    
    0% - 100%
    
    0 - 100%90% - 100%
    
    70% - 100%
    
    100% - 160%
    
    100% - 200%>100% - 110%
    
    100% - 200%
    
    160% - 200%
    
    200% - 400%>110% - 120%
    
    200% - 400%
 11




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2009
Corporate Revenue Target
    
    2009 Corporate EBITDA Target(in millions)
    
    (in millions)$627.8
    
    $34.8
    Compensation of Named Executive Officers Other than the Chief Executive Officer
  
    
    Base salary;
    
    Performance-based short-term cash incentive compensation
through the 2009 Executive MBO Incentive Plan (the 2009 MBO
Plan);
    
    Long-term equity incentive compensation (Mr. Skorny);
    
    Discretionary cash bonus awards (Messrs. Eggers and Skorny); and
    
    Benefits, including severance and change in control benefits.
 12




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Base
    
    Cash Bonus
    
    Equity
    
    All OtherName and Principal Position
    
    Salary
    
    Awards
    
    Compensation
    
    CompensationMichael Eggers
    
    
    66.9
    %
    
    
    32.2
    %
    
    
    0
    %
    
    
    (1
    )Senior Vice President, Chief Financial Officer and TreasurerJohn Barbour
    
    
    47.2
    %
    
    
    30.3
    %
    
    
    0
    %
    
    
    22.5
    %President, Games DivisionJohn Giamatteo
    
    
    54.1
    %
    
    
    45.4
    %
    
    
    0
    %
    
    
    (1
    )Former Chief Operating OfficerHank Skorny(2)
    
    
    30.5
    %
    
    
    25.7
    %
    
    
    43.4
    %
    
    
    (1
    )Senior Vice President, Media Cloud Computing and Services
 
 (1)
    
    Less than 1%. Includes amounts matched under RealNetworks 401(k) plan and life insurance premiums.(2)
    
    The equity compensation amount for Mr. Skorny was based on the full grant date fair value as
determined in accordance with financial statement reporting rules, and does not represent actual
compensation earned or received by Mr. Skorny.  Name
    
    2009 Target Cash Bonus AwardsMichael Eggers
    
    $131,175John Barbour
    
    $450,000John Giamatteo
    
    $435,000Hank Skorny
    
    $148,500
 2009 Base Salary.
  2010 Base Salary.
 Name
    
    Salary Increase
    
    Base Salary
    
    Effective DateRobert Kimball
    
    15%
    
    $425,000
    
    February 2010Michael Eggers
    
    20%
    
    $350,000
    
    February 2010Hank Skorny
    
    6%
    
    $350,000
    
    February 2010
 13




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2009 Performance-based Cash Incentive Compensation.
    Revenue
    
    EBITDAAttainment
    
    Incentive Payout
    
    Attainment
    
    Incentive Payout<90%
    
    No payout
    
    0 - 100%
    
    0 - 100%90% - 100%
    
    70% - 100%
    
    100% - 160%
    
    100% - 160%>100% - 110%
    
    100% - 130%
    
    >160% - 200%
    
    160% - 200%>110% - 120%
    
    130% - 200%
   14




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Revenue Target
    
    EBITDA Target
    
    Revenue Target
    
    EBITDA Target(First Half 2009)
    
    (First Half 2009)
    
    (Second Half 2009)
    
    (Second Half 2009)$ (in millions)
    
    $ (in millions)
    
    $ (in millions)
    
    $ (in millions)Corporate
    
    
    294.2
    
    
    
    3.2
    
    
    
    333.6
    
    
    
    31.6Games
    
    
    64.9
    
    
    
    (5.4
    )
    
    
    69.4
    
    
    
    (1.3
    )TPS/MSS
    
    
    136.4
    
    
    
    24.2
    
    
    
    159.3
    
    
    
    41.6
   Mr. Eggers.
  Mr. Barbour.
    15




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First Half 2009
    
    First Half 2009
    
    Second Half 2009
    
    Second Half 2009Performance Metric
    
    Payout Attainment
    
    Payout Amount
    
    Payout Attainment(1)
    
    Payout AmountCorporate Revenue
    
    
    81.98
    %
    
    $
    46,113
    
    
    
    0
    %
    
    $
    0Corporate EBITDA
    
    
    157.20
    %
    
    $
    88,422
    
    
    
    84.58
    %
    
    $
    47,579Games Revenue
    
    
    89.37
    %
    
    $
    50,269
    
    
    
    0
    %
    
    $
    0Games EBITDA
    
    
    100.00
    %
    
    $
    56,248
    
    
    
    0
    %
    
    $
    0Overall Payout Attainment and Total Payout
    
    
    107.13
    %
    
    $
    241,052
    
    
    
    21.15
    %
    
    $
    47,579
  Mr. Giamatteo.
     First Half 2009
    
    First Half 2009
    
    Second Half 2009
    
    Second Half 2009Performance Metric
    
    Payout Attainment
    
    Payout Amount
    
    Payout Attainment(1)
    
    Payout AmountCorporate Revenue
    
    
    81.98
    %
    
    $
    44,575
    
    
    
    0
    %
    
    $
    0Corporate EBITDA
    
    
    157.20
    %
    
    $
    85,475
    
    
    
    84.58
    %
    
    $
    45,993TPS/MSS Revenue
    
    
    84.62
    %
    
    $
    46,011
    
    
    
    80.87
    %
    
    $
    43,975TPS/MSS EBITDA
    
    
    99.07
    %
    
    $
    53,868
    
    
    
    82.50
    %
    
    $
    44,862Overall Payout
Attainment and Total
Payout
    
    
    105.71
    %
    
    $
    229,929
    
    
    
    61.99
    %
    
    $
    134,830
  Mr. Skorny.
   16




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First Half 2009
    
    First Half 2009
    
    Second Half 2009
    
    Second Half 2009Performance Metric
    
    Payout Attainment
    
    Payout Amount
    
    Payout Attainment
    
    Payout AmountCorporate Revenue
    
    
    81.98
    %
    
    $
    30,434
    
    
    
    0
    %
    
    $
    0Corporate EBITDA
    
    
    157.20
    %
    
    $
    58,358
    
    
    
    84.58
    %
    
    $
    31,402Overall Payout
Attainment and Total
Payout
    
    
    119.59
    %
    
    $
    88,792
    
    
    
    42.29
    %
    
    $
    31,402
 2010 Performance-based Cash Incentive Compensation.
   Target 2010 MBO PayoutName
    
    (as a percentage of annual base salary)Robert Kimball
    
    
    100
    %Michael Eggers
    
    
    75
    %John Barbour
    
    
    100
    %Hank Skorny(*)
    
    
    45
    %
 
 *
    
    In 2010, Mr. Skorny is eligible to earn additional performance-based cash incentive
compensation equal to 30% of his annual base salary as described below.  17




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 Mr. Skorny.
 Discretionary Cash Bonus Awards.
  Mr. Eggers.
  First Half 2009
    
    
    
    
    
    Second Half 2009Payout
    
    First Half 2009
    
    Payout
    
    Second Half 2009(% of Targeted Payment)
    
    Payout ($)
    
    (% of Targeted Payment)
    
    Payout ($)100%
    
    
    65,588
    
    
    
    114.35
    %
    
    
    75,000
  Mr. Skorny.
 2010 Retention Arrangements
 18




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Long-term Equity Incentive Compensation.
   19




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Benefits and Perquisites.
    Severance and Change in Control Benefits.
  Mr. Giamatteo.
 20




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 Messrs. Kimball, Eggers and Skorny.
    21




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Tax and Accounting Implications
 Deductibility of Executive Compensation.
 Accounting for Stock-Based Compensation. Share-Based Payment
 Pre-Set Diversification Plans
  Compensation Committee Report
  
 Pradeep Jotwani, Chairman
Eric A. Benhamou
 22




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##### Table of Contents



Summary Compensation Table
 Non-EquityStock
    
    Option
    
    Incentive Plan
    
    All OtherSalary
    
    Bonus
    
    Awards
    
    Awards
    
    Compensation
    
    Compensation
    
    TotalName
and Principal Position
    
    Year
    
    ($)(1)
    
    ($)(2)
    
    ($)(3)
    
    ($)(3)
    
    ($)(4)
    
    ($)(5)
    
    ($)Robert Glaser(6)
    
    
    2009
    
    
    
    275,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    36,903
    
    
    
    311,903Chairman of the Board and
    
    
    2008
    
    
    
    236,672
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    93,285
    
    
    
    35,125
    
    
    
    365,082Former Chief Executive Officer
    
    
    2007
    
    
    
    444,384
    
    
    
    725,000
    
    
    
    
    
    
    
    321,700
    
    
    
    354,200
    
    
    
    34,146
    
    
    
    1,879,430Michael Eggers
    
    
    2009
    
    
    
    291,500
    
    
    
    140,588
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,866
    
    
    
    435,954Senior Vice President,
    
    
    2008
    
    
    
    288,884
    
    
    
    91,725
    
    
    
    350,581
    
    
    
    
    
    
    
    
    
    
    
    3,657
    
    
    
    734,847Chief Financial Officer
and Treasurer
    
    
    2007
    
    
    
    259,055
    
    
    
    94,982
    
    
    
    
    
    
    
    409,226
    
    
    
    
    
    
    
    3,654
    
    
    
    766,917John Barbour(7)
    
    
    2009
    
    
    
    450,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    288,631
    
    
    
    215,163
    
    
    
    953,794President, Games Division
    
    
    2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    John Giamatteo
    
    
    2009
    
    
    
    435,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    364,759
    
    
    
    3,963
    
    
    
    803,722Chief Operating Officer
    
    
    2008
    
    
    
    420,172
    
    
    
    
    
    
    
    1,629,495
    
    
    
    1,033,688
    
    
    
    628,555
    
    
    
    3,736
    
    
    
    3,715,6462007
    
    
    
    372,865
    
    
    
    
    
    
    
    
    
    
    
    250,520
    
    
    
    667,600
    
    
    
    21,865
    
    
    
    1,312,850Hank Skorny(8)
    
    
    2009
    
    
    
    321,327
    
    
    
    150,000
    
    
    
    
    
    
    
    456,510
    
    
    
    120,194
    
    
    
    3,893
    
    
    
    1,051,924Senior Vice President, Media
    
    
    2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Cloud Computing and Services
    
    
    2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    Of the $329,956 earned by Mr. Glaser as performance-based cash incentive
compensation in 2008, $236,671 was paid to Mr. Glaser in the form of salary between
January 1, 2008 and July 2008. After the Compensation Committee determined to set
Mr. Glasers annual salary for 2008 at $1, the amount paid to Mr. Glaser as salary
in excess of $1 was applied to Mr. Glasers performance-based cash incentive
compensation payout at the time it was determined by the Compensation Committee in
March 2009. The remaining $93,285 of Mr. Glasers 2008 performance-based cash
incentive compensation was paid in March 2009. The amount shown for Mr. Glaser for
2007 includes $44,384 earned in 2007 as a result of a merit increase in salary
awarded in April 2007 and paid retroactively in February 2008.(2)
    
    The amounts reported in this column represent discretionary cash bonus awards.
These discretionary cash bonus awards are discussed in further detail under
Compensation Discussion and Analysis beginning on page 8.(3)
    
    The amounts reported in these columns reflect the aggregate grant date fair value
of awards granted in the year shown pursuant to the RealNetworks, Inc. 2005 Stock
Incentive Plan, as amended and restated, determined in accordance with financial
statement reporting rules rather than an amount paid to or realized by the
executive officer. Performance-based stock options granted to Mr. Glaser in 2007
are reflected in the Option Awards column at the aggregate fair value based on the
probable outcome of the underlying performance conditions, measured as of the grant
date. The grant date fair value assuming achievement of the highest level of
performance conditions was $643,400.In accordance with current SEC disclosure requirements, stock option awards for
fiscal 2008 and fiscal 2007, previously reported as amounts recognized, or
expensed, for the fiscal year, are now being reported above as grant date fair
values. For a discussion of valuation assumptions, see Note 2, Stock-Based
Compensation,to our Notes to Consolidated Financial Statements included in our
annual report on Form 10-K for the year ended December 31, 2009.(4)
    
    The amounts reported in this column represent cash incentive compensation which is
based on performance in fiscal 2007, 2008 and 2009. Mr. Glasers cash incentive
compensation for 2007 was determined by the Compensation Committee in April 2008
and paid shortly thereafter. Of the $329,956 earned by Mr. Glaser as
performance-based cash incentive compensation in 2008, $236,671 was paid to Mr.
Glaser in the form of salary between January 1, 2008 and July 2008. These payments
were applied to Mr. Glasers performance-based cash incentive compensation payout
at the time it was determined by the Compensation Committee in March 2009. The
remaining $93,285 of Mr. Glasers 2008 performance-based cash incentive
compensation was paid in March 2009. Mr. Glaser resigned as Chief Executive
Officer effective January 12, 2010, and therefore he did not earn cash incentive
compensation for 2009. With respect to the named executive officers other than Mr.
Glaser, cash incentive compensation was determined by the Compensation Committee
(a) in July 2007 with respect to payments for the first half of 2007; (b) in
February 2008 with respect to payments for the 23




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##### Table of Contents



second half of 2007; (c) in August 2008 with respect to payments for the first half of 2008; (d) in March 2009 with
respect to payments for the second half of 2008; (e) in July 2009 with respect to
payments for the first half of 2009; and (f) in January 2010 with respect to
payments for the second half of 2009, with payments made shortly after each such
determination. This performance-based cash compensation is discussed in further
detail under Compensation Discussion and Analysis
beginning on page 8. The
estimated possible threshold, target and maximum amounts for these awards are
reflected in the 2009 Grants of Plan-Based Awards table
on page 25.(5)
    
    Amounts reported for 2007, 2008 and 2009 that represent All Other Compensation
for each of the Named Executive Officers are described in the table below captioned
Detail of All Other Compensation in the Summary Compensation Table.(6)
    
    Mr. Glaser served as RealNetworks Chief Executive Officer through January 12, 2010.(7)
    
    Mr. Barbour joined RealNetworks on October 28, 2008 and has not been previously
designated as a Named Executive Officer of RealNetworks.(8)
    
    Mr. Skorny joined RealNetworks on January 12, 2009 and has not been previously
designated as a Named Executive Officer of RealNetworks. Detail of All Other Compensation in the Summary Compensation Table
 CostsAssociatedTaxable
    
    Tax Gross-Up
    
    
    
    
    
    WithTemporary
    
    Payment Related to
    
    
    
    
    
    PersonalCompany
    
    Term Life
    
    Housing and
    
    Temporary Housing
    
    Taxable
    
    Use ofContribution
    
    Insurance
    
    Commuting
    
    and Commuting
    
    Relocation
    
    Office401(k) Plan
    
    Premium
    
    Benefits
    
    Benefits
    
    Costs
    
    Space
    
    TotalName
    
    Year
    
    ($)(1)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)(4)
    
    ($)Robert Glaser
    
    
    2009
    
    
    
    
    
    
    
    198
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    36,705
    
    
    
    36,9032008
    
    
    
    
    
    
    
    288
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    34,837
    
    
    
    35,1252007
    
    
    
    
    
    
    
    432
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    33,714
    
    
    
    34,146Michael Eggers
    
    
    2009
    
    
    
    3,675
    
    
    
    191
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,8662008
    
    
    
    3,450
    
    
    
    207
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,6572007
    
    
    
    3,375
    
    
    
    279
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,654John Barbour
    
    
    2009
    
    
    
    3,675
    
    
    
    288
    
    
    
    134,218
    (2)
    
    
    76,982
    
    
    
    
    
    
    
    
    
    
    
    215,1632008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    John Giamatteo
    
    
    2009
    
    
    
    3,675
    
    
    
    288
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,9632008
    
    
    
    3,450
    
    
    
    286
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,7362007
    
    
    
    3,375
    
    
    
    402
    
    
    
    
    
    
    
    
    
    
    
    18,088
    (3)
    
    
    
    
    
    
    21,865Hank Skorny
    
    
    2009
    
    
    
    3,675
    
    
    
    218
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,8932008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    Under RealNetworks 401(k) plan, RealNetworks matches 50% of the
first 3% of pay that is contributed to the plan. Matching
contributions by RealNetworks become fully vested after three
years. The amounts reported for 2007 for Messrs. Eggers and
Giamatteo reflect corrections to amounts previously reported.(2)
    
    The amount reported represents temporary housing expenses paid by
RealNetworks in the amount of $64,912 and commuting expenses paid
by RealNetworks in the amount of $69,306, which expenses
constitute taxable income to the executive.(3)
    
    The amount reported represents relocation expenses paid by
RealNetworks in connection with Mr. Giamatteos relocation to
Seattle, Washington, which expenses constitute taxable income to
Mr. Giamatteo. 24




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##### Table of Contents



(4)
    
    The amount reported in this column represents costs associated with the occupancy of
office space in RealNetworks headquarters by the Glaser Progress Foundation, a charitable
foundation of which Mr. Glaser is Trustee, and Mr. Glasers personal assistant. The cost per
square foot of occupied space in RealNetworks headquarters was multiplied by the square footage
of the office space occupied by the Glaser Progress Foundation and Mr. Glasers personal assistant
to determine the costs associated with the occupancy of such office space.
 2009 Grants of Plan-Based Awards
 All OtherStock
    
    All OtherAwards:
    
    Option Awards:Estimated Future Payouts Under
    
    Number of
    
    Number of
    
    
    
    
    
    Grant Date FairNon-Equity Incentive Plan
    
    Shares of
    
    Securities
    
    Exercise or
    
    Value of StockAwards (1)
    
    Stock or
    
    Underlying
    
    Base Price of
    
    and OptionGrant
    
    Approval
    
    Threshold
    
    Target
    
    Maximum
    
    Units
    
    Options
    
    Option Awards
    
    AwardsName
    
    Date
    
    Date
    
    ($)
    
    ($)
    
    ($)
    
    (#)
    
    (#)(2)
    
    ($/sh)
    
    ($)(3)Robert Glaser
    
    
    
    
    
    
    
    
    
    
    192,500
    
    
    
    550,000
    
    
    
    2,200,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Michael Eggers
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    John Barbour
    
    
    
    
    
    
    
    
    
    
    157,500
    
    
    
    450,000
    
    
    
    900,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    John Giamatteo
    
    
    
    
    
    
    
    
    
    
    152,250
    
    
    
    435,000
    
    
    
    870,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Hank Skorny
    
    
    02/02/09
    
    
    
    02/02/09
    
    
    
    51,975
    
    
    
    148,500
    
    
    
    297,000
    
    
    
    
    
    
    
    300,000
    
    
    $
    3.05
    
    
    
    456,510
 
 (1)
    
    The amounts reported in this column represent the threshold, target and maximum amounts of
annual performance-based cash incentive compensation that might have been paid to each Named
Executive Officer for 2009 performance. Threshold, target and maximum amounts for Mr. Eggers are
not presented because Mr. Eggers participated in a discretionary cash bonus program in lieu of a
non-equity incentive plan in 2009. The actual amount paid to Mr. Eggers for 2009 is shown in the Non-Equity
Incentive Plan Compensation column of the Summary Compensation
Table on page 23. These awards are
described in further detail under Compensation Discussion and
Analysis beginning on page 8.(2)
    
    The amount reported in this column represents stock options granted to Mr. Skorny pursuant
to the RealNetworks, Inc. 2005 Stock Incentive Plan. The stock options vest over a period of four
years and expire seven years after the date of grant. The exercise price of the stock options is
equal to the fair market value of RealNetworks Common Stock on the date of grant. If Mr. Skornys
employment terminates for any reason other than death, upon a change of control, or upon the
termination of employment by RealNetworks without cause (provided that Mr. Skorny delivers a
settlement agreement and release upon such termination), the unvested portion of the stock options
will not vest and all rights to the unvested portion will terminate. The stock options are
described in further detail under Compensation Discussion and
Analysis beginning on page 8 and
in the Outstanding Equity Awards at December 31,
2009 table on page 26. 25




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##### Table of Contents



(3)
    
    The amount reported in this column reflects the aggregate grant date fair value of the
award granted in 2009 pursuant to the RealNetworks, Inc. 2005 Stock Incentive Plan, as amended and
restated, determined in accordance with financial statement reporting rules rather than an amount
paid to or realized by the executive officer. For a discussion of valuation assumptions, see Note
2, Stock-Based Compensation,to our Notes to Consolidated Financial Statements included in our
annual report on Form 10-K for the year ended December 31, 2009. The option exercise price has not
been deducted from the amounts indicated above. Regardless of the value placed on a stock option on
the grant date, the actual value of the option will depend on the market value of RealNetworks
common stock at such date in the future when the option is exercised. The proceeds to be paid to
the individual following the exercise of the option do not include the option exercise price. Outstanding Equity Awards at December 31, 2009
 Option Awards
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock Awards
    
    EquityIncentiveEquity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Equity
    
    PlanIncentive
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Incentive
    
    Awards:Plan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Plan
    
    Market orAwards:
    
    
    
    
    
    
    
    
    
    
    
    
    
    Market
    
    Awards:
    
    PayoutNumber of
    
    Number of
    
    Number of
    
    
    
    
    
    
    
    
    
    
    
    
    
    Value of
    
    Number of
    
    Value ofSecurities
    
    Securities
    
    Securities
    
    
    
    
    
    
    
    
    
    Number of
    
    Shares or
    
    Unearned
    
    UnearnedUnderlying
    
    Underlying
    
    Underlying
    
    
    
    
    
    
    
    
    
    Shares or
    
    Units of
    
    Shares, Units
    
    Shares, UnitsUnexercised
    
    Unexercised
    
    Unexercised
    
    Option
    
    
    
    
    
    Units of
    
    Stock That
    
    or Other
    
    or OtherOptions
    
    Options
    
    Unearned
    
    Exercise
    
    Option
    
    Stock That
    
    Have Not
    
    Rights That
    
    Rights That(#)
    
    (#)
    
    Options
    
    Price
    
    Expiration
    
    Have Not
    
    Vested
    
    Have Not
    
    Have NotName
    
    Exercisable
    
    Unexercisable
    
    (#)
    
    ($)
    
    Date
    
    Vested (#)
    
    ($)
    
    Vested (#)
    
    Vested ($)Robert Glaser
    
    
    500,000
    
    
    
    
    
    
    
    
    
    
    
    8.00
    
    
    
    11/14/12125,000
    
    
    
    125,000
    (1)
    
    
    
    
    
    
    7.69
    
    
    
    04/06/14Michael Eggers
    
    
    5,000
    
    
    
    
    
    
    
    
    
    
    
    3.76
    
    
    
    08/05/22
    
    
    
    3,541
    (2)
    
    
    13,137
    (3)25,000
    
    
    
    
    
    
    
    
    
    
    
    6.12
    
    
    
    07/24/23
    
    
    
    36,457
    (4)
    
    
    135,256
    (3)30,000
    
    
    
    
    
    
    
    
    
    
    
    6.63
    
    
    
    10/03/2314,000
    
    
    
    
    
    
    
    
    
    
    
    5.75
    
    
    
    02/11/2440,000
    
    
    
    
    
    
    
    
    
    
    
    5.84
    
    
    
    01/18/2535,000
    
    
    
    
    
    
    
    
    
    
    
    7.22
    
    
    
    08/31/21700
    
    
    
    
    
    
    
    
    
    
    
    7.22
    
    
    
    08/31/2187,500
    
    
    
    12,500
    (5)
    
    
    
    
    
    
    8.53
    
    
    
    02/14/1331,876
    
    
    
    10,624
    (6)
    
    
    
    
    
    
    11.38
    
    
    
    11/09/1384,375
    
    
    
    50,625
    (7)
    
    
    
    
    
    
    7.69
    
    
    
    04/06/14John Barbour
    
    
    250,000
    
    
    
    250,000
    (8)
    
    
    
    
    
    
    4.40
    
    
    
    11/07/15John Giamatteo
    
    
    675,000
    
    
    
    75,000
    (9)
    
    
    
    
    
    
    5.07
    
    
    
    06/20/12
    
    
    
    20,832
    (10)
    
    
    77,287
    (3)50,000
    
    
    
    
    
    
    
    
    
    
    
    5.07
    
    
    
    06/20/12
    
    
    
    175,000
    (11)
    
    
    649,250
    (3)50,000
    
    
    
    50,000
    (12)
    
    
    
    
    
    
    6.49
    
    
    
    09/18/14
    
    
    
    375,000
    (13)
    
    
    
    
    
    
    6.86
    
    
    
    06/24/15Hank Skorny
    
    
    
    
    
    
    300,000
    (14)
    
    
    
    
    
    
    3.05
    
    
    
    02/02/16
 
 (1)
    
    The options vest and become exercisable as to 62,500 shares on April 6, 2008 and upon the
completion of each successive six months of employment. The options will become fully vested and
exercisable on April 6, 2011, subject to the recipients continued employment with RealNetworks.
Unvested options as of the date Mr. Glasers resignation in January 2010 were canceled in
accordance with the terms of the stock option agreement evidencing the options. Mr. Glaser
continues to hold all options that were vested as of January 12, 2010 as a continuing director of
RealNetworks.(2)
    
    Represents restricted stock units that vest on November 9, 2010, subject to the recipients
continued employed with RealNetworks.(3)
    
    Represents the closing price of a share of our common stock on December 31, 2009 ($3.71)
multiplied by the number of shares or units that have not vested.(4)
    
    Represents restricted stock units that vest in substantially equal increments of 7,292 shares
on February 22, 2010 and every six months thereafter until the restricted stock units become fully
vested on February 22, 2012, subject to the recipients continued employed with RealNetworks. 26




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##### Table of Contents



(5)
    
    The options vest and become exercisable as to 12.5% of the total grant on August 14, 2006 and
upon the completion of each successive six months of employment until the options become fully
vested and exercisable on February 14, 2010, subject to the recipients continued employment with
RealNetworks.(6)
    
    The options vest and become exercisable as to 12.5% of the total grant on May 9, 2007 and upon
the completion of each successive six months of employment until the options become fully vested
and exercisable on November 9, 2010, subject to the recipients continued employment with
RealNetworks.(7)
    
    The options vest and become exercisable as to 12.5% of the total grant on October 6, 2007 and
upon the completion of each successive six months of employment until the options become fully
vested and exercisable on April 6, 2011, subject to the recipients continued employed with
RealNetworks.(8)
    
    The options vest and become exercisable as to (i) 50% of the total grant on November 7, 2009,
and (ii) 25% of the total grant on each of May 7, 2010 and November 7, 2010, subject to the
recipients continued employment with RealNetworks.(9)
    
    The options vest and become exercisable as to (i) 30% of the total grant on December 20, 2006
and (ii) 10% of the total grant on June 20, 2007 and upon the completion of each successive six
months of employment until the options become fully vested and exercisable on June 20, 2010,
subject to the recipients continued employment with RealNetworks. Unvested options as of April 2,
2010, the effective date of Mr. Giamatteos resignation, were canceled. Vested options as of April
2, 2010 remain exercisable for three months following Mr. Giamatteos resignation as provided in
the stock option agreement evidencing the options.(10)
    
    Represents restricted stock units that vest in substantially equal increments of 4,167 shares
on February 22, 2010 and every six months thereafter until the restricted stock units become fully
vested on February 22, 2012, subject to the recipients continued employed with RealNetworks.
Unvested restricted stock units as of April 2, 2010, the effective date of Mr. Giamatteos
resignation, were canceled.(11)
    
    Represents restricted stock units that vest as to (i) 50,000 shares on June 24, 2010, (ii)
25,000 shares on each of December 24, 2010 and June 24, 2011, and (iii) 37,500 shares on each of
December 24, 2011 and June 24, 2012, subject to the recipients continued employed with
RealNetworks. Unvested restricted stock units as of April 2, 2010, the effective date of Mr.
Giamatteos resignation, were canceled.(12)
    
    The options vest and become exercisable as to 12.5% of the total grant on March 18, 2008 and
upon the completion of each successive six months of employment until the options become fully
vested and exercisable on September 18, 2011, subject to the recipients continued employed with
RealNetworks. Unvested options as of April 2, 2010, the effective date of Mr. Giamatteos
resignation, were canceled. Vested options as of April 2, 2010 remain exercisable for three months
following Mr. Giamatteos resignation as provided in the stock option agreement evidencing the
options.(13)
    
    The options vest and become exercisable as to (i) 20% of the total grant on each of December
24, 2010 and June 24, 2011, and (ii) an additional 30% of the total grant on each of December 24,
2011 and June 24, 2012, subject to the recipients continued employment with RealNetworks.
Unvested options as of April 2, 2010, the effective date of Mr. Giamatteos resignation, were
canceled. Vested options as of April 2, 2010 remain exercisable for three months following Mr.
Giamatteos resignation as provided in the stock option agreement evidencing the options.(14)
    
    The options vest and become exercisable as to (i) 25% of the total grant on January 12, 2010,
and (ii) an additional 12.5% of the total grant upon the completion of each successive six months
of employment until the options become fully vested and exercisable on January 12, 2013, subject to
the recipients continued employed with RealNetworks. 2009 Option Exercises and Stock Vested
 Option Awards
    
    Stock AwardsNumber of Shares
    
    Value Realized on
    
    Number of Shares
    
    Value RealizedAcquired on Exercise
    
    Exercise
    
    Acquired on Vesting
    
    on VestingName
    
    (#)
    
    ($)
    
    (#)
    
    ($)(1)Robert Glaser
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Michael Eggers
    
    
    
    
    
    
    
    
    
    
    18,126
    
    
    
    53,601John Barbour
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    John Giamatteo
    
    
    
    
    
    
    
    
    
    
    41,667
    
    
    $
    115,918Hank Skorny
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 27




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##### Table of Contents



(1)
    
    Represents the number of shares vesting multiplied by the fair
market value of RealNetworks common stock on the vesting date. 2009 Director Compensation Table
 FeesEarned orPaid in
    
    OptionCash
    
    Awards
    
    TotalName
    
    ($)
    
    ($)(1)
    
    ($)Eric Benhamou(2)
    
    
    65,000
    
    
    
    83,169
    
    
    
    148,169Edward Bleier
    
    
    36,000
    
    
    
    83,169
    
    
    
    119,169John Chapple(3)
    
    
    12,183
    
    
    
    58,109
    
    
    
    70,292Robert Glaser(4)
    
    
    
    
    
    
    
    
    
    
    Jeremy Jaech(5)
    
    
    13,667
    
    
    
    
    
    
    
    13,667Pradeep Jotwani(6)
    
    
    50,000
    
    
    
    83,169
    
    
    
    133,169Jonathan Klein(7)
    
    
    36,000
    
    
    
    83,169
    
    
    
    119,169Kalpana Raina(8)
    
    
    43,000
    
    
    
    83,169
    
    
    
    126,169
 
 (1)
    
    The amounts reported in these columns reflect the aggregate grant date fair value of
awards granted in the year shown pursuant to our 2005 Stock Incentive Plan, as amended and
restated, determined in accordance with U.S. GAAP. For a discussion of valuation assumptions, see
Note 2, Stock-Based Compensation,to our Notes to Consolidated Financial Statements included in
our annual report on Form 10-K for the year ended December 31, 2009.(2)
    
    Audit Committee Chair.(3)
    
    John Chapple served as a director from May 1, 2009 to September 9, 2009. The amount
reported in the Fees Earned or Paid in Cash column represents the value of shares of RealNetworks
common stock issued to Mr. Chapple in lieu of director fees earned in fiscal year 2009. Mr.
Chapple elected to receive 100% of his fiscal year 2009 director fees in shares of RealNetworks
common stock. Mr. Chapple received 1,783 shares valued at $5,333 as compensation for Board service
in the second quarter of 2009 and 1,841 shares valued at $6,850 as compensation for Board service
in the third quarter of 2009.(4)
    
    See 2009 Summary Compensation Table on page 23 for Mr. Glasers compensation for
services provided as Chief Executive Officer in 2009. Mr. Glaser did not receive additional
compensation for his service as a member of the Board of Directors in 2009.(5)
    
    Jeremy Jaech resigned as a director of RealNetworks effective May 1, 2009.(6)
    
    Compensation Committee Chair.(7)
    
    The amount reported in the Fees Earned or Paid in Cash column represents the value of
shares of RealNetworks common stock issued to Mr. Klein in lieu of director fees earned in fiscal
year 2009. Mr. Klein elected to receive 100% of his fiscal year 2009 director fees in shares of
RealNetworks common stock. Mr. Klein received (a) 4,291 shares valued at $10,000 as compensation
for Board service in the first quarter of 2009, (b) 3,010 shares valued at $9,000 as compensation
for Board service in the second quarter of 2009, (c) 2,150 shares valued at $8,000 as compensation
for Board service in the third quarter of 2009, and (d) 2,425 shares valued at $9,000 as
compensation for Board service in the fourth quarter of 2009.(8)
    
    Nominating and Corporate Governance Committee Chair. Compensation of Directors
 2009 Director Compensation
 28




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##### Table of Contents



2010 Director Compensation th th
    29




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##### Table of Contents



2009 Potential Payments Upon Termination of Employment or Change-in-Control
  Before Change in
    
    
    After Change inControl
    
    
    ControlTermination
    
    
    TerminationWithout Cause or
    
    
    Without Cause or
    
    
    Voluntary
    
    
    
    
    
    
    
    
    
    
    Change inName
    
    Benefit
    
    Good Reason
    
    
    Good Reason(1)
    
    
    Termination(2)
    
    
    Death
    
    
    Disability
    
    
    Control(3)Robert Glaser
    
    Severance
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Bonus(4)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Equity awardvestingacceleration
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Michael Eggers
    
    Severance
    
    
    
    
    
    
    
    
    
    
    145,750
    
    
    
    
    
    
    
    
    
    
    
    Bonus
    
    
    
    
    
    
    75,000
    
    
    
    
    
    
    
    75,000
    
    
    
    75,000
    
    
    
    75,000Equity awardvestingacceleration
    
    
    19,128
    
    
    
    148,392
    
    
    
    
    
    
    
    148,392
    
    
    
    
    
    
    
    148,392John Barbour
    
    Severance
    
    
    
    
    
    
    
    
    
    
    225,000
    
    
    
    
    
    
    
    
    
    
    
    Bonus
    
    
    
    
    
    
    47,579
    
    
    
    
    
    
    
    47,579
    
    
    
    47,579
    
    
    
    47,579Equity awardvestingacceleration
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    John Giamatteo
    
    Severance
    
    
    435,000
    (5)
    
    
    
    
    
    
    215,000
    
    
    
    
    
    
    
    
    
    
    
    Bonus
    
    
    
    
    
    
    134,830
    
    
    
    
    
    
    
    134,830
    
    
    
    134,830
    
    
    
    134,830Equity awardvestingacceleration
    
    
    103,053
    
    
    
    726,537
    
    
    
    
    
    
    
    726,537
    
    
    
    
    
    
    
    726,537Hank Skorny
    
    Severance
    
    
    
    
    
    
    
    
    
    
    165,000
    
    
    
    
    
    
    
    
    
    
    
    Bonus
    
    
    
    
    
    
    31,402
    
    
    
    
    
    
    
    31,402
    
    
    
    31,402
    
    
    
    31,402Equity awardvestingacceleration
    
    
    45,375
    
    
    
    198,000
    
    
    
    
    
    
    
    198,000
    
    
    
    
    
    
    
    198,000
 
 (1)
    
    Assumes outstanding options and restricted stock units are
substituted or assumed by a successor entity upon a change of
control, and that acceleration of vesting occurs upon the
termination of the employment of the Named Executive Officer.
Also assumes that the discretionary bonuses and cash incentive
compensation earned under the 2009 MBO Plan, as approved by the
Compensation Committee, are paid. Does not reflect terms of the
Severance and Change in Control Agreements that RealNetworks
entered into with each of Messrs. Eggers and Skorny in February
2010 and April 2010, respectively. Details of these arrangements
are set forth in Compensation Discussion and Analysis on page
8  and in Item 12 below under the caption Change in Control
Arrangements.(2)
    
    Assumes that the Named Executive Officer has provided a
notice period of six months prior to voluntarily
terminating his employment with RealNetworks.(3)
    
    Assumes outstanding options and restricted stock units are
not substituted or assumed by a successor entity upon a
change of control, and that vesting of outstanding awards
is fully accelerated upon a change of control. Also assumes
that the Named Executive Officer is employed by the
successor entity on the payment date with respect to
performance-based cash incentive and discretionary cash
bonus compensation earned in 2009 but not paid on or before
December 31, 2009.(4)
    
    Mr. Glaser resigned as Chief Executive Officer of
RealNetworks prior to the payment of performance-based cash
incentive compensation under the 2009 CEO Incentive Plan.
Therefore, the Compensation Committee did not approve an
amount that would have otherwise been payable to Mr. Glaser
under the 2009 CEO Incentive Plan.(5)
    
    Assumes payment of twelve months base salary in lieu of
providing twelve months notice to Mr. Giamatteo prior to
terminating his employment without cause.
 30




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##### Table of Contents



Severance Payments
    Mr. Giamatteo.
 Bonus Payments
  Acceleration of Vesting of Equity Awards
 Termination by RealNetworks Other than for Cause.
 Death of Executive Officer.
 Change in Control.
  31




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##### Table of Contents



Compensation Committee Interlocks and Insider Participation
  
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder
Matters
 Equity Compensation Plans
    Number of SecuritiesRemaining AvailableNumber of Securities
    
    
    
    
    
    
    for Future Issuanceto be Issued upon
    
    
    Weighted-Average
    
    
    under EquityExercise of
    
    
    Exercise Price of
    
    
    Compensation PlansOutstanding Options,
    
    
    Outstanding Options,
    
    
    (Excluding SecuritiesWarrants and Rights
    
    
    Warrants and Rights
    
    
    Reflected in Column (a))Plan Category
    
    (in 000s)(a)
    
    
    (b)
    
    
    (in 000s)(c)Equity compensation plans approved by security holders
    
    
    26,045
    
    
    $
    6.72
    
    
    
    15,451
    (1)(2)Equity compensation plans not approved by security holders
    
    
    53
    
    
    $
    10.45
    
    
    
    Total
    
    
    26,098
    
    
    $
    6.74
    
    
    
    15,451
 32




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##### Table of Contents



(1)
    
    On January 1, 2008, the 2007 ESPP became effective. Column
(c) above excludes the 1,500,000 shares of the Companys common
stock that are authorized for issuance pursuant to the 2007 ESPP.(2)
    
    Includes shares available for future issuances pursuant to the
Real Networks, Inc. 2007 Director Compensation Stock Plan
(2007 Director Plan), a sub-plan that operates and is
administered under the 2005 Plan. Under the 2007 Director Plan,
outside directors may elect to receive all or a portion of his or
her quarterly director compensation in shares of the Companys
common stock in lieu of cash. Shares issued to directors under
the 2007 Director Plan are issued from the shares reserved under
the 2005 Plan.
 Equity Compensation Plans Not Approved By Security Holders.
 Security Ownership of Certain Beneficial Owners and Management
  Number ofShares of Common
    
    
    Percentage ofStock Beneficially
    
    
    Common StockName of Beneficial Owner
    
    Owned(1)
    
    
    OutstandingRobert Glaser(2)
    
    
    51,972,162
    
    
    
    38.3
    %T. Rowe Price Associates, Inc.(3)
    
    
    9,857,900
    
    
    
    7.3Dimensional Fund Advisors LP(4)
    
    
    8,613,647
    
    
    
    6.4Robert Kimball(5)
    
    
    836,691
    
    
    
    *John Giamatteo(6)
    
    
    824,277
    
    
    
    *Edward Bleier(7)
    
    
    406,000
    
    
    
    *Michael Eggers(8)
    
    
    403,687
    
    
    
    *John Barbour(9)
    
    
    375,000
    
    
    
    *Jonathan D. Klein(10)
    
    
    318,308
    
    
    
    *Kalpana Raina(11)
    
    
    317,343
    
    
    
    *Eric A. Benhamou(12)
    
    
    277,920
    
    
    
    *Hank Skorny(13)
    
    
    75,000
    
    
    
    *Pradeep Jotwani(14)
    
    
    45,000
    
    
    
    *All directors and executive officers as a group (11 persons)(15)
    
    
    55,284,467
    
    
    
    39.8
    %
 33




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##### Table of Contents



*
    
    Less than 1%.(1)
    
    Beneficial ownership is determined in accordance with rules of the SEC and includes shares over which the beneficial
owner exercises voting or investment power. Shares of common stock subject to options currently exercisable or
exercisable within 60 days of April 23, 2010 are deemed outstanding for the purpose of computing the percentage ownership
of the person holding the options, but are not deemed outstanding for the purpose of computing the percentage ownership
of any other person. Except as otherwise indicated, and subject to community property laws where applicable, RealNetworks
believes, based on information provided by such persons, that the persons named in the table above have sole voting and
investment power with respect to all shares of common stock shown as beneficially owned by them.(2)
    
    Includes 1,836,405 shares of common stock owned by the Glaser Progress Foundation, of which Mr. Glaser is trustee.
Mr. Glaser disclaims beneficial ownership of these shares. Also includes 625,000 shares of common stock issuable upon
exercise of options exercisable within 60 days of April 23, 2010.(3)
    
    Information is based on a Schedule 13G filed with the SEC on February 12, 2010 by T. Rowe Price Associates, Inc. (Price
Associates). Price Associates reported that as of December 31, 2009, it beneficially owned an aggregate of 9,857,900
shares of common stock and that its address is 100 E. Pratt Street, Baltimore, Maryland 21202. These securities are
owned by various individual and institutional investors including T. Rowe Price Science & Technology Fund, Inc. which
owns 6,859,600 shares representing 5% of the shares outstanding, for which Price Associates serves as investment adviser
with power to direct investments and/or sole power to vote the securities. For purposes of the reporting requirements of
the Securities Exchange Act of 1934, Price Associates is deemed to be a beneficial owner of such securities; however,
Price Associates, Inc. expressly disclaims that it is the beneficial owner of such securities.(4)
    
    Information is based on a Schedule 13G filed with the SEC on February 8, 2010 by Dimensional Fund Advisors LP
(Dimensional). Dimensional reported that as of December 31, 2009, it beneficially owned an aggregate of
8,613,647 shares of common stock and that its address is Palisades West, Building One, 6300 Bee Cave Road, Austin, Texas
78746. Dimensional furnishes investment advice to four investment companies registered under the Investment Company Act
of 1940, and serves as investment manager to certain other commingled group trusts and separate accounts. While
Dimensional possesses investment and/or voting power over these shares and therefore may be deemed to be the beneficial
owner of such shares, Dimensional disclaims beneficial ownership of these shares.(5)
    
    Includes 808,327 shares of common stock issuable upon exercise of options exercisable within 60 days of April 23, 2010.(6)
    
    Includes 787,500 shares of common stock issuable upon exercise of options exercisable within 60 days of April 23, 2010.(7)
    
    Includes 405,000 shares of common stock issuable upon exercise of options exercisable within 60 days of April 23, 2010.(8)
    
    Includes 388,138 shares of common stock issuable upon exercise of options exercisable within 60 days of April 23, 2010.(9)
    
    Includes 375,000 shares of common stock issuable upon exercise of options exercisable within 60 days of April 23, 2010.(10)
    
    Includes 280,000 shares of common stock issuable upon exercise of options exercisable within 60 days of April 23, 2010.(11)
    
    Includes 315,000 shares of common stock issuable upon exercise of options exercisable within 60 days of April 23, 2010.(12)
    
    Includes 32,920 shares of common stock owned by the Eric and Illeana Benhamou Living Trust. Also includes 245,000 shares
of common stock issuable upon exercise of options exercisable within 60 days of April 23, 2010.(13)
    
    Includes 75,000 shares of common stock issuable upon exercise of options exercisable within 60 days of April 23, 2010.(14)
    
    Includes 45,000 shares of common stock issuable upon exercise of options exercisable within 60 days of April 23, 2010.(15)
    
    Includes an aggregate of 3,811,465 shares of common stock issuable upon exercise of options exercisable within 60 days of
April 23, 2010. Change-in-Control Arrangements
 RealNetworks 2005 Stock Incentive Plan.
   34




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##### Table of Contents



RealNetworks 1996 Stock Option Plan, 2000 Stock Option Plan and 2002 Director Stock
Option Plan.
 
    
    any merger, consolidation or binding share exchange
pursuant to which shares of common stock are changed or
converted into or exchanged for cash, securities or other
property, other than any such transaction in which the
persons who hold common stock immediately prior to the
transaction have immediately following the transaction the
same proportionate ownership of the common stock of, and
the same voting power with respect to, the surviving
corporation;
    
    any merger, consolidation or binding share exchange in
which the persons who hold common stock immediately prior
to the transaction have immediately following the
transaction less than a majority of the combined voting
power of the outstanding capital stock of RealNetworks
ordinarily (and apart from rights accruing under special
circumstances) having the right to vote in the election of
directors;
    
    any liquidation or dissolution of RealNetworks;
    
    any sale, lease, exchange or other transfer not in the
ordinary course of business (in one transaction or a
series of related transactions) of all, or substantially
all, of the assets of RealNetworks; or
    
    any transaction (or series of related transactions),
consummated without the approval or recommendation of the
Board of Directors, in which (i) any person, corporation
or other entity (excluding RealNetworks and any employee
benefit plan sponsored by RealNetworks) purchases any
common stock (or securities convertible into common stock)
for cash, securities or any other consideration pursuant
to a tender offer or exchange offer, or (ii) any person,
corporation or other entity (excluding RealNetworks and
any employee benefit plan sponsored by RealNetworks)
becomes the direct or indirect beneficial owner of
securities of RealNetworks representing fifty percent
(50%) or more of the combined voting power of the then
outstanding securities of RealNetworks ordinarily (and
apart from rights accruing under special circumstances)
having the right to vote in the election of directors.
  2010 Change-in-Control and Severance Agreements.
 35




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##### Table of Contents



Item 13. Certain Relationships and Related Transactions, and Director Independence
 Policies and Procedures With Respect to Related Person Transactions
   Certain Relationships and Related Transactions
   Director Independence
  
 Item 14. Principal Accounting Fees and Services
 Fees Billed by KPMG LLP During 2008 and 2009
  2008
    
    
    2009Audit Fees(1)
    
    $
    3,200,088
    
    
    $
    1,855,499Audit-Related Fees
    
    
    0
    
    
    
    0Tax Fees
    
    
    0
    
    
    
    0All Other Fees
    
    
    0
    
    
    
    0Total Fees
    
    $
    3,200,088
    
    
    $
    1,855,499
 36




---



##### Table of Contents



(1)
    
    Fees in connection with the audit of RealNetworks annual
financial statements for the fiscal years ended December 31, 2008
and 2009, reviews of the financial statements included in
RealNetworks quarterly reports on Form 10-Q during the 2008 and
2009 fiscal years, Sarbanes-Oxley Section 404 attestation
services and statutory and other audits for subsidiaries of RealNetworks. Pre-Approval Policies and Procedures
  
 PART IV.
 
 Item 15. Exhibits, Financial Statement Schedules
 Index to Consolidated Financial Statements
  Financial Statements Schedules
   37




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##### Table of Contents



Exhibit Index
 ExhibitNumber
    
    Description2.1
    
    Agreement and Plan of Merger and
Reorganization by and among RealNetworks,
Inc., Symphony Acquisition Corp. I, Symphony
Acquisition Corp. II, Listen.Com, Inc.,
Mellon Investor Services LLC, as Escrow Agent
and Robert Reid, as Shareholder
Representative dated as of April 21, 2003
(incorporated by reference from Exhibit 2.1
to RealNetworks, Inc.s Quarterly Report on
Form 10-Q for the quarterly period ended June
30, 2003 filed with the Securities and
Exchange Commission on August 14, 2003)2.2
    
    Combination Agreement by and among
RealNetworks, Inc., RN International Holdings
B.V. and WiderThan Co., Ltd. dated as of
September 12, 2006 (incorporated by reference
from Exhibit 2.1 to RealNetworks Current
Report on Form 8-K filed with the Securities
and Exchange Commission on September 14,
2006)2.3
    
    Transaction, Contribution and Purchase
Agreement dated as of February 9, 2010 among
Rhapsody America LLC, RealNetworks, Inc.,
RealNetworks Digital Music of California,
Inc., Viacom International Inc. and DMS
Holdco Inc. (incorporated by reference from
Exhibit 2.1 to RealNetworks Current Report
on Form 8-K filed with the Securities and
Exchange Commission on April 6, 2010)3.1
    
    Amended and Restated Articles of
Incorporation (incorporated by reference from
Exhibit 3.1 to RealNetworks Quarterly Report
on Form 10-Q for the quarterly period ended
June 30, 2000 filed with the Securities and
Exchange Commission on August 11, 2000)3.2
    
    Amended and Restated Bylaws adopted April 24,
2007 (incorporated by reference from Exhibit
3.1 to RealNetworks Current Report on Form
8-K filed with the Securities and Exchange
Commission on April 27, 2007)4.1
    
    Amended and Restated Shareholder Rights Plan
dated as of December 2, 2008, by and between
RealNetworks, Inc. and Mellon Investor
Services LLC including the form of
Certificate of Designation, the form of
Rights Certificate and the Summary of Rights
attached thereto as Exhibits A, B and C,
respectively (incorporated by reference from
Exhibit 4.1 to RealNetworks Form 8-K filed
with the Securities and Exchange Commission
on December 3, 2008)4.2
    
    Registration Rights Agreement dated as of
June 17, 2003, between RealNetworks, Inc. and
Goldman, Sachs & Co. (incorporated by
reference from Exhibit 4.3 to RealNetworks
Registration Statement on Form S-3 filed with
the Securities and Exchange Commission on
September 12, 2003)10.1
    
    RealNetworks, Inc. 1995 Stock Option Plan
(incorporated by reference from Exhibit 99.1
to RealNetworks Registration Statement on
Form S-8 filed with the Securities and
Exchange Commission on September 14, 1998)10.2
    
    RealNetworks, Inc. 1996 Stock Option Plan, as
amended and restated on June 1, 2001
(incorporated by reference from Exhibit 10.1
to RealNetworks Quarterly Report on Form
10-Q for the quarterly period ended June 30,
2001 filed with the Securities and Exchange
Commission on August 13, 2001)10.3
    
    Amendment No. 1 to the RealNetworks, Inc.
1996 Stock Option Plan, as amended and
restated on June 1, 2001 (incorporated by
reference from Exhibit 10.2 to RealNetworks
Current Report on Form 8-K filed with the
Securities and Exchange Commission on
December 21, 2009)10.4
    
    RealNetworks, Inc. 2000 Stock Option Plan, as
amended and restated on June 1, 2001
(incorporated by reference from Exhibit 10.2
to RealNetworks Quarterly Report on Form
10-Q for the quarterly period ended June 30,
2001 filed with the Securities and Exchange
Commission on August 13, 2001)10.5
    
    Amendment No. 1 to the RealNetworks, Inc.
2000 Stock Option Plan, as amended and
restated on June 1, 2001 (incorporated by
reference from Exhibit 10.3 to RealNetworks
Current Report on Form 8-K filed with the
Securities and Exchange Commission on
December 21, 2009)10.6
    
    RealNetworks, Inc. 2002 Director Stock Option
Plan (incorporated by reference from Exhibit
10.2 to RealNetworks Quarterly Report on
Form 10-Q for the quarterly period ended June
30, 2002 filed with the Securities and
Exchange Commission on July 25, 2002)10.7
    
    Form of Stock Option Agreement under the
RealNetworks, Inc. 1996 Stock Option Plan, as
amended and restated (incorporated by
reference from Exhibit 10.1 to RealNetworks
Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2002
filed with the Securities and Exchange
Commission on November 14, 2002)10.8
    
    Form of Stock Option Agreement under the
RealNetworks, Inc. 2000 Stock Option Plan, as
amended and restated (incorporated by
reference from Exhibit 10.2 to RealNetworks
Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2002
filed with the Securities and Exchange
Commission on November 14, 2002)10.9
    
    Forms of Stock Option Agreement under the
RealNetworks, Inc. 2002 Director Stock Option
Plan (incorporated by reference from Exhibit
10.3 to RealNetworks Quarterly Report on
Form 10-Q for the quarterly period ended
September 30, 2002 filed with the Securities
and Exchange Commission on November 14, 2002)10.10
    
    RealNetworks, Inc. 2007 Employee Stock
Purchase Plan (incorporated by reference from
Exhibit 10.2 to RealNetworks Quarterly
Report on Form 10-Q for the quarterly period
ended June 30, 2007 filed with the Securities
and Exchange Commission on August 8, 2007)
 38




---



##### Table of Contents



ExhibitNumber
    
    Description10.11
    
    RealNetworks, Inc. 2007 Director Compensation
Stock Plan (incorporated by reference from
Exhibit 10.9 to RealNetworks Annual Report
on Form 10-K for the year ended December 31,
2007 filed with the Securities and Exchange
Commission on February 29, 2008)10.12
    
    RealNetworks, Inc. 2005 Stock Incentive Plan,
as amended and restated effective December
17, 2009 (incorporated by reference from
Exhibit 10.1 to RealNetworks Current Report
on Form 8-K filed with the Securities and
Exchange Commission on December 21, 2009)10.13
    
    Form of Non-Qualified Stock Option Terms and
Conditions for use under the RealNetworks,
Inc. 2005 Stock Incentive Plan (incorporated
by reference from Exhibit 10.11 to
RealNetworks Annual Report on Form 10-K for
the year ended December 31, 2006 filed with
the Securities and Exchange Commission on
March 1, 2007)10.14
    
    Form of Restricted Stock Units Terms and
Conditions for use under the RealNetworks,
Inc. 2005 Stock Incentive Plan (incorporated
by reference from Exhibit 10.12 to
RealNetworks Annual Report on Form 10-K for
the year ended December 31, 2006 filed with
the Securities and Exchange Commission on
March 1, 2007)10.15
    
    Lease dated January 21, 1998 between
RealNetworks, Inc. as Lessee and 2601
Elliott, LLC, as amended (incorporated by
reference from Exhibit 10.1 to RealNetworks
Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2004
filed with the Securities and Exchange
Commission on November 9, 2004)10.16
    
    Form of Director and Officer Indemnification
Agreement (incorporated by reference from
Exhibit 10.14 to RealNetworks Registration
Statement on Form S-1 filed with the
Securities and Exchange Commission on
September 26, 1997 (File No. 333-36553))10.17
    
    Voting Agreement dated September 25, 1997 by
and among RealNetworks, Robert Glaser, Accel
IV L.P., Mitchell Kapor and Bruce Jacobsen
(incorporated by reference from Exhibit 10.17
to RealNetworks Registration Statement on
Form S-1 filed with the Securities and
Exchange Commission on September 26, 1997
(File No. 333-36553))10.18
    
    Agreement dated September 26, 1997 by and
between RealNetworks and Robert Glaser
(incorporated by reference from Exhibit 10.18
to RealNetworks Registration Statement on
Form S-1 filed with the Securities and
Exchange Commission on September 26, 1997
(File No. 333-36553))10.19
    
    Offer Letter dated March 31, 2005 between
RealNetworks, Inc. and John Giamatteo
(incorporated by reference from Exhibit 10.1
to RealNetworks Current Report on Form 8-K
filed with the Securities and Exchange
Commission on June 6, 2005)10.20
    
    Offer Letter dated July 1, 2008 between
RealNetworks, Inc. and John Giamatteo
(incorporated by reference from Exhibit 10.1
to RealNetworks Quarterly Report on Form
10-Q for the quarterly period ended June 30,
2008 filed with the Securities and Exchange
Commission on August 11, 2008)10.21
    
    Offer Letter dated February 13, 2006 between
RealNetworks, Inc. and Michael Eggers
(incorporated by reference from Exhibit 10.19
to RealNetworks Annual Report on form 10-K
for the year ended December 31, 2005 filed
with the Securities and Exchange Commission
on March 16, 2006)10.22
    
    Offer Letter dated January 23, 2009 between
RealNetworks, Inc. and Robert Kimball
(incorporated by reference from Exhibit 10.26
to RealNetworks Annual Report on form 10-K
for the year ended December 31, 2008 filed
with the Securities and Exchange Commission
on March 2, 2009)10.23
    
    Offer Letter dated January 17, 2008 between
RealNetworks, Inc. and Michael Lunsford
(incorporated by reference from Exhibit 10.23
to RealNetworks Annual Report on form 10-K
for the year ended December 31, 2009 filed
with the Securities and Exchange Commission
on March 10, 2010)10.24
    
    Offer Letter dated October 28, 2008 between
RealNetworks, Inc. and John Barbour
(incorporated by reference from Exhibit 10.1
to RealNetworks Current Report on Form 8-K
filed with the Securities and Exchange
Commission on November 3, 2008)10.25**
    
    Retention Letter dated February 24, 2010 between
RealNetworks, Inc. and Robert Kimball (incorporated by
reference from Exhibit 10.1 to RealNetworks Current Report
on Form 8-K filed with the Securities and Exchange Commission
on February 26, 2010)10.26**
    
    Retention Letter dated February 24, 2010 between
RealNetworks, Inc. and Michael Eggers (incorporated by
reference from Exhibit 10.2 to RealNetworks Current Report
on Form 8-K filed with the Securities and Exchange Commission
on February 26, 2010)10.27**
    
    Retention Letter dated February 24, 2010 between
RealNetworks, Inc. and Michael Lunsford (incorporated by
reference from Exhibit 10.3 to RealNetworks Current Report
on Form 8-K filed with the Securities and Exchange Commission
on February 26, 2010)10.28**
    
    Change in Control and Severance Agreement dated February 24,
2010 between RealNetworks, Inc. and Robert Kimball
(incorporated by reference from Exhibit 10.4 to RealNetworks
Current Report on Form 8-K filed with the Securities and
Exchange Commission on February 26, 2010)
 39




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##### Table of Contents



ExhibitNumber
    
    Description10.29**
    
    Form of Change in Control and Severance Agreement dated
February 24, 2010 between RealNetworks, Inc. and each of
Michael Eggers and Michael Lunsford (incorporated by
reference from Exhibit 10.5 to RealNetworks Current Report
on Form 8-K filed with the Securities and Exchange Commission
on February 26, 201010.30
    
    Form of MBO Plan Document under the
RealNetworks, Inc. 2009 Executive
Compensation Program (incorporated by
reference from Exhibit 10.26 to RealNetworks
Annual Report on Form 10-K for the year ended
December 31, 2008 filed with the Securities
and Exchange Commission on March 2, 2009)10.31
    
    Amended and Restated Settlement Agreement
dated as of March 10, 2006 between
RealNetworks, Inc. and Microsoft Corporation
(incorporated by reference from Exhibit 10.24
to RealNetworks Annual Report on form 10-K
for the year ended December 31, 2005 filed
with the Securities and Exchange Commission
on March 16, 2006)10.32
    
    Transaction, Contribution and Purchase
Agreement dated as of August 20, 2007 by and
among Rhapsody America LLC, RealNetworks,
Inc., RealNetworks Digital Music of
California, Inc., Viacom International Inc.
and DMS Holdco Inc. (incorporated by
reference from Exhibit 10.1 to RealNetworks
Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2007
filed with the Securities and Exchange
Commission on November 9, 2007)14.1
    
    RealNetworks, Inc. Code of Business Conduct
and Ethics (incorporated by reference from
Exhibit 14.1 to RealNetworks Annual Report
on Form 10-K for the year ended December 31,
2003 filed with the Securities and Exchange
Commission on March 15, 2004)21.1**
    
    Subsidiaries of RealNetworks, Inc.23.1**
    
    Consent of KPMG LLP24.1**
    
    Power of Attorney (included on signature page)31.1
    
    Certification of Robert Kimball, President, Acting
Chief Executive Officer and Director of RealNetworks,
Inc., Pursuant to Exchange Act Rules
13a-14(a) and 15d-14(a), as Adopted Pursuant
to Section 302 of the Sarbanes-Oxley Act of
200231.2
    
    Certification of Michael Eggers, Senior Vice
President, Chief Financial Officer and
Treasurer of RealNetworks, Inc., Pursuant to
Exchange Act Rules 13a-14(a) and 15d-14(a),
as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 200232.1**
    
    Certification of Robert Kimball, President, Acting
Chief Executive Officer and Director of RealNetworks,
Inc., Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 200232.2**
    
    Certification of Michael Eggers, Senior Vice
President, Chief Financial Officer and
Treasurer of RealNetworks, Inc., Pursuant to
18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of
2002
 
 
    
    Executive Compensation Plan or Agreement*
    
    Portions of this exhibit are omitted and were filed separately with the Securities and Exchange
Commission pursuant to the Companys application requesting confidential treatment under Rule 24b-2
of the Securities Exchange Act of 1934, as amended.**
    
    Previously filed with RealNetworks Annual Report on Form 10-K for the year ended December 31, 2009. 40




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##### Table of Contents



SIGNATURES
  REALNETWORKS, INC.By:
    /s/ Robert KimballRobert KimballPresident and Acting Chief Executive Officer  Signature
    
    Title/s/ Robert Kimball

Robert Kimball
    
    President, Acting Chief Executive
Officer and Director
(Principal Executive Officer)/s/ Michael Eggers

Michael Eggers
    
    Senior Vice President, Chief Financial Officer and
Treasurer (Principal Financial and Accounting
Officer)/s/ Robert Glaser

Robert Glaser
    
    Chairman of the Board of Directors/s/ Eric A. Benhamou

Eric A. Benhamou
    
    Director/s/ Edward Bleier

Edward Bleier
    
    Director/s/ Pradeep Jotwani

Pradeep Jotwani
    
    Director/s/ Jonathan D. Klein

Jonathan D. Klein
    
    Director/s/ Kalpana Raina

Kalpana Raina
    
    Director
 41




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##### Table of Contents



Exhibit Index
 ExhibitNumber
    
    Description2.1
    
    Agreement and Plan of Merger and Reorganization by and
among RealNetworks, Inc., Symphony Acquisition Corp. I,
Symphony Acquisition Corp. II, Listen.Com, Inc., Mellon
Investor Services LLC, as Escrow Agent and Robert Reid, as
Shareholder Representative dated as of April 21, 2003
(incorporated by reference from Exhibit 2.1 to
RealNetworks, Inc.s Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2003 filed with the
Securities and Exchange Commission on August 14, 2003)2.2
    
    Combination Agreement by and among RealNetworks, Inc., RN
International Holdings B.V. and WiderThan Co., Ltd. dated
as of September 12, 2006 (incorporated by reference from
Exhibit 2.1 to RealNetworks Current Report on Form 8-K
filed with the Securities and Exchange Commission on
September 14, 2006)2.3
    
    Transaction, Contribution and Purchase Agreement dated as
of February 9, 2010 among Rhapsody America LLC,
RealNetworks, Inc., RealNetworks Digital Music of
California, Inc., Viacom International Inc. and DMS Holdco
Inc. (incorporated by reference from Exhibit 2.1 to
RealNetworks Current Report on Form 8-K filed with the
Securities and Exchange Commission on April 6, 2010)3.1
    
    Amended and Restated Articles of Incorporation
(incorporated by reference from Exhibit 3.1 to
RealNetworks Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2000 filed with the
Securities and Exchange Commission on August 11, 2000)3.2
    
    Amended and Restated Bylaws adopted April 24, 2007
(incorporated by reference from Exhibit 3.1 to
RealNetworks Current Report on Form 8-K filed with the
Securities and Exchange Commission on April 27, 2007)4.1
    
    Amended and Restated Shareholder Rights Plan dated as of
December 2, 2008, by and between RealNetworks, Inc. and
Mellon Investor Services LLC including the form of
Certificate of Designation, the form of Rights Certificate
and the Summary of Rights attached thereto as Exhibits A, B
and C, respectively (incorporated by reference from Exhibit
4.1 to RealNetworks Form 8-K filed with the Securities and
Exchange Commission on December 3, 2008)4.2
    
    Registration Rights Agreement dated as of June 17, 2003,
between RealNetworks, Inc. and Goldman, Sachs & Co.
(incorporated by reference from Exhibit 4.3 to
RealNetworks Registration Statement on Form S-3 filed with
the Securities and Exchange Commission on September 12,
2003)10.1
    
    RealNetworks, Inc. 1995 Stock Option Plan (incorporated by
reference from Exhibit 99.1 to RealNetworks Registration
Statement on Form S-8 filed with the Securities and
Exchange Commission on September 14, 1998)10.2
    
    RealNetworks, Inc. 1996 Stock Option Plan, as amended and
restated on June 1, 2001 (incorporated by reference from
Exhibit 10.1 to RealNetworks Quarterly Report on Form 10-Q
for the quarterly period ended June 30, 2001 filed with the
Securities and Exchange Commission on August 13, 2001)10.3
    
    Amendment No. 1 to the RealNetworks, Inc. 1996 Stock Option
Plan, as amended and restated on June 1, 2001 (incorporated
by reference from Exhibit 10.2 to RealNetworks Current
Report on Form 8-K filed with the Securities and Exchange
Commission on December 21, 2009)10.4
    
    RealNetworks, Inc. 2000 Stock Option Plan, as amended and
restated on June 1, 2001 (incorporated by reference from
Exhibit 10.2 to RealNetworks Quarterly Report on Form 10-Q
for the quarterly period ended June 30, 2001 filed with the
Securities and Exchange Commission on August 13, 2001)10.5
    
    Amendment No. 1 to the RealNetworks, Inc. 2000 Stock Option
Plan, as amended and restated on June 1, 2001 (incorporated
by reference from Exhibit 10.3 to RealNetworks Current
Report on Form 8-K filed with the Securities and Exchange
Commission on December 21, 2009)10.6
    
    RealNetworks, Inc. 2002 Director Stock Option Plan
(incorporated by reference from Exhibit 10.2 to
RealNetworks Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2002 filed with the
Securities and Exchange Commission on July 25, 2002)10.7
    
    Form of Stock Option Agreement under the RealNetworks, Inc.
1996 Stock Option Plan, as amended and restated
(incorporated by reference from Exhibit 10.1 to
RealNetworks Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2002 filed with the
Securities and Exchange Commission on November 14, 2002)10.8
    
    Form of Stock Option Agreement under the RealNetworks, Inc.
2000 Stock Option Plan, as amended and restated
(incorporated by reference from Exhibit 10.2 to
RealNetworks Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2002 filed with the
Securities and Exchange Commission on November 14, 2002)10.9
    
    Forms of Stock Option Agreement under the RealNetworks,
Inc. 2002 Director Stock Option Plan (incorporated by
reference from Exhibit 10.3 to RealNetworks Quarterly
Report on Form 10-Q for the quarterly period ended
September 30, 2002 filed with the Securities and Exchange
Commission on November 14, 2002)10.10
    
    RealNetworks, Inc. 2007 Employee Stock Purchase Plan
(incorporated by reference from Exhibit 10.2 to
RealNetworks Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2007 filed with the
Securities and Exchange Commission on August 8, 2007)
 42




---



##### Table of Contents



ExhibitNumber
    
    Description10.11
    
    RealNetworks, Inc. 2007 Director Compensation Stock Plan
(incorporated by reference from Exhibit 10.9 to
RealNetworks Annual Report on Form 10-K for the year ended
December 31, 2007 filed with the Securities and Exchange
Commission on February 29, 2008)10.12
    
    RealNetworks, Inc. 2005 Stock Incentive Plan, as amended
and restated effective December 17, 2009 (incorporated by
reference from Exhibit 10.1 to RealNetworks Current Report
on Form 8-K filed with the Securities and Exchange
Commission on December 21, 2009)10.13
    
    Form of Non-Qualified Stock Option Terms and Conditions for
use under the RealNetworks, Inc. 2005 Stock Incentive Plan
(incorporated by reference from Exhibit 10.11 to
RealNetworks Annual Report on Form 10-K for the year ended
December 31, 2006 filed with the Securities and Exchange
Commission on March 1, 2007)10.14
    
    Form of Restricted Stock Units Terms and Conditions for use
under the RealNetworks, Inc. 2005 Stock Incentive Plan
(incorporated by reference from Exhibit 10.12 to
RealNetworks Annual Report on Form 10-K for the year ended
December 31, 2006 filed with the Securities and Exchange
Commission on March 1, 2007)10.15
    
    Lease dated January 21, 1998 between RealNetworks, Inc. as
Lessee and 2601 Elliott, LLC, as amended (incorporated by
reference from Exhibit 10.1 to RealNetworks Quarterly
Report on Form 10-Q for the quarterly period ended
September 30, 2004 filed with the Securities and Exchange
Commission on November 9, 2004)10.16
    
    Form of Director and Officer Indemnification Agreement
(incorporated by reference from Exhibit 10.14 to
RealNetworks Registration Statement on Form S-1 filed with
the Securities and Exchange Commission on September 26,
1997 (File No. 333-36553))10.17
    
    Voting Agreement dated September 25, 1997 by and among
RealNetworks, Robert Glaser, Accel IV L.P., Mitchell Kapor
and Bruce Jacobsen (incorporated by reference from Exhibit
10.17 to RealNetworks Registration Statement on Form S-1
filed with the Securities and Exchange Commission on
September 26, 1997 (File No. 333-36553))10.18
    
    Agreement dated September 26, 1997 by and between
RealNetworks and Robert Glaser (incorporated by reference
from Exhibit 10.18 to RealNetworks Registration Statement
on Form S-1 filed with the Securities and Exchange
Commission on September 26, 1997 (File No. 333-36553))10.19
    
    Offer Letter dated March 31, 2005 between RealNetworks,
Inc. and John Giamatteo (incorporated by reference from
Exhibit 10.1 to RealNetworks Current Report on Form 8-K
filed with the Securities and Exchange Commission on June
6, 2005)10.20
    
    Offer Letter dated July 1, 2008 between RealNetworks, Inc.
and John Giamatteo (incorporated by reference from Exhibit
10.1 to RealNetworks Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2008 filed with the
Securities and Exchange Commission on August 11, 2008)10.21
    
    Offer Letter dated February 13, 2006 between RealNetworks,
Inc. and Michael Eggers (incorporated by reference from
Exhibit 10.19 to RealNetworks Annual Report on form 10-K
for the year ended December 31, 2005 filed with the
Securities and Exchange Commission on March 16, 2006)10.22
    
    Offer Letter dated January 23, 2009 between RealNetworks,
Inc. and Robert Kimball (incorporated by reference from
Exhibit 10.26 to RealNetworks Annual Report on form 10-K
for the year ended December 31, 2008 filed with the
Securities and Exchange Commission on March 2, 2009)10.23
    
    Offer Letter dated January 17, 2008 between RealNetworks,
Inc. and Michael Lunsford (incorporated by reference from
Exhibit 10.23 to RealNetworks Annual Report on form 10-K
for the year ended December 31, 2009 filed with the
Securities and Exchange Commission on March 10, 2010)10.24
    
    Offer Letter dated October 28, 2008 between RealNetworks,
Inc. and John Barbour (incorporated by reference from
Exhibit 10.1 to RealNetworks Current Report on Form 8-K
filed with the Securities and Exchange Commission on
November 3, 2008)10.25**
    
    Retention Letter dated
February 24, 2010 between
RealNetworks, Inc. and Robert
Kimball (incorporated by
reference from Exhibit 10.1 to
RealNetworks Current Report
on Form 8-K filed with the
Securities and Exchange
Commission on February 26,
2010)10.26**
    
    Retention Letter dated
February 24, 2010 between
RealNetworks, Inc. and Michael
Eggers (incorporated by
reference from Exhibit 10.2 to
RealNetworks Current Report
on Form 8-K filed with the
Securities and Exchange
Commission on February 26,
2010)10.27**
    
    Retention Letter dated
February 24, 2010 between
RealNetworks, Inc. and Michael
Lunsford (incorporated by
reference from Exhibit 10.3 to
RealNetworks Current Report
on Form 8-K filed with the
Securities and Exchange
Commission on February 26,
2010)10.28**
    
    Change in Control and
Severance Agreement dated
February 24, 2010 between
RealNetworks, Inc. and Robert
Kimball (incorporated by
reference from Exhibit 10.4 to
RealNetworks Current Report
on Form 8-K filed with the
Securities and Exchange
Commission on February 26,
2010)
 43




---



##### Table of Contents



ExhibitNumber
    
    Description10.29**
    
    Form of Change in Control and
Severance Agreement dated
February 24, 2010 between
RealNetworks, Inc. and each of
Michael Eggers and Michael
Lunsford (incorporated by
reference from Exhibit 10.5 to
RealNetworks Current Report
on Form 8-K filed with the
Securities and Exchange
Commission on February 26,
201010.30
    
    Form of MBO Plan Document under the RealNetworks, Inc. 2009
Executive Compensation Program (incorporated by reference
from Exhibit 10.26 to RealNetworks Annual Report on Form
10-K for the year ended December 31, 2008 filed with the
Securities and Exchange Commission on March 2, 2009)10.31
    
    Amended and Restated Settlement Agreement dated as of March
10, 2006 between RealNetworks, Inc. and Microsoft
Corporation (incorporated by reference from Exhibit 10.24
to RealNetworks Annual Report on form 10-K for the year
ended December 31, 2005 filed with the Securities and
Exchange Commission on March 16, 2006)10.32
    
    Transaction, Contribution and Purchase Agreement dated as
of August 20, 2007 by and among Rhapsody America LLC,
RealNetworks, Inc., RealNetworks Digital Music of
California, Inc., Viacom International Inc. and DMS Holdco
Inc. (incorporated by reference from Exhibit 10.1 to
RealNetworks Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2007 filed with the
Securities and Exchange Commission on November 9, 2007)14.1
    
    RealNetworks, Inc. Code of Business Conduct and Ethics
(incorporated by reference from Exhibit 14.1 to
RealNetworks Annual Report on Form 10-K for the year ended
December 31, 2003 filed with the Securities and Exchange
Commission on March 15, 2004)21.1**
    
    Subsidiaries of RealNetworks, Inc.23.1**
    
    Consent of KPMG LLP24.1**
    
    Power of Attorney (included on signature page)31.1
    
    Certification of Robert Kimball, President, Acting  Chief
Executive Officer and Director of RealNetworks, Inc., Pursuant to
Exchange Act Rules 13a-14(a) and 15d-14(a), as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2
    
    Certification of Michael Eggers, Senior Vice President,
Chief Financial Officer and Treasurer of RealNetworks,
Inc., Pursuant to Exchange Act Rules 13a-14(a) and
15d-14(a), as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 200232.1**
    
    Certification of Robert Kimball, President, Acting  Chief
Executive Officer and Director of RealNetworks, Inc., Pursuant to 18
U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 200232.2**
    
    Certification of Michael Eggers, Senior Vice President,
Chief Financial Officer and Treasurer of RealNetworks,
Inc., Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 
    
    Executive Compensation Plan or Agreement*
    
    Portions of this exhibit are omitted and were filed separately with the Securities and Exchange
Commission pursuant to the Companys application requesting confidential treatment under Rule 24b-2
of the Securities Exchange Act of 1934, as amended.**
    
    Previously filed with RealNetworks Annual Report on Form 10-K for the year ended December 31, 2009. 44