**Exhibit 10.12****RealNetworks, Inc. 2005 Stock Incentive Plan****Restricted Stock Units Terms and Conditions**     Restricted Stock Units Terms and Conditions (the “Agreement”) made and entered into as of theeffective date (the “Grant Date”) set forth in the Notice of Grant of Restricted Stock Units andRestricted Stock Units Agreement attached hereto (the “Notice of Grant”), by and betweenRealNetworks, Inc., a Washington corporation (the “Company”), and you (the “Participant”) pursuantto the RealNetworks, Inc. 2005 Stock Incentive Plan (the “Plan”). Capitalized terms not defined inthis Agreement have the meanings ascribed to them in the Plan.     1. **Grant of Restricted Stock Units**. The Company hereby grants to the Participantpursuant to the Plan Restricted Stock Units, subject to the terms of this Agreement and the Plan.Each Restricted Stock Unit shall be deemed to be the equivalent of one Share.     2. **Account.** The Company shall credit to a bookkeeping account (the “Account”)maintained by the Company for the Participant’s benefit the Restricted Stock Units. On each datethat cash dividends are paid on the Shares, the Company will credit the Account with a number ofadditional Restricted Stock Units equal to the result of dividing (i) the product of the totalnumber of Restricted Stock Units credited to the Account on the record date for such dividend andthe per Share amount of such dividend by (ii) the Fair Market Value of one Share on the date suchdividend is paid by the Company to shareholders. The additional Restricted Stock Units shall be orbecome vested to the same extent as the Restricted Stock Units that resulted in the crediting ofsuch additional Restricted Stock Units.     3. **Vesting**. Except as otherwise provided herein, the vesting schedule applicable tothe Restricted Stock Units credited to the Account shall be as set forth in the Notice of Grant.The Restricted Stock Units shall cease to vest upon the Participant’s termination of employment.Notwithstanding the foregoing, the Committee may, in its discretion, accelerate the date that anyinstallment of the Restricted Stock Units vests.     4. **Termination of Employment**.          (a) Termination by Company Other Than for Cause. If the Company terminates theemployment of the Participant for any reason other than for Cause (as defined in paragraph (c) ofthis Section) and the Restricted Stock Units credited to the Account are not fully vested, the nextinstallment of the Restricted Stock Units credited to the Account scheduled to vest (if any) shallvest on a pro rata basis for the portion of the year elapsed since the date on which the vesting ofthe Restricted Stock Units credited to the Account commences or the last anniversary thereof,expressed in full months (the “Pro Rata Portion”), provided that the Participant executesand delivers a Settlement Agreement and Release (“Release”) satisfactory to the Company before theEffective Date (as defined in the Release). For purposes hereof, employment shall not beconsidered as having terminated during any leave of absence if the leave of absence has beenapproved in writing by the Company; in the event of any unpaid leave of absence, vesting of theRestricted Stock Units credited to the Account shall be suspended (and the unpaid portion of theleave of absence shall be added to all vesting installment dates) unless otherwise determined bythe Committee.          (b) Termination by Company for Cause. If the employment of the Participant isterminated by the Company for Cause (as defined below), the Restricted Stock Units credited to theAccount that were not vested on the date of such termination of employment shall be immediatelyforfeited.          (c) Cause. For purposes of this Agreement, “Cause” means conduct involving one ormore of the following: (i) the conviction of the Participant, or plea of nolocontendere by the Participant to, a felony or misdemeanor involving moral turpitude; (ii)the indictment of the Participant for a felony or misdemeanor involving moral turpitude under thefederal securities laws; (iii) the substantial and continuing failure of the Participant afterwritten notice thereof to render services to the Company in accordance with the terms orrequirements of the Participant’s employment for reasons other than illness or incapacity; (iv) thewillful misconduct or gross negligence by the Participant; (v) fraud, embezzlement, theft,misrepresentation or dishonesty by the Participant involving the Company or any Subsidiary, orwillful violation by the Participant of a policy or procedure of the Company, resulting in any casein significant harm to the Company; or (vi) the Participant’s violation of any confidentiality ornon-competition agreements with the Company or its Subsidiaries.          (d) Termination by Participant. If the Participant terminates his or her employmentfor any reason other than death or disability, the Restricted Stock Units credited to the Accountthat were not vested on the date of such termination of employment shall be immediately forfeited.
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     5. **Death; Disability**.          (a) Death. If the Participant’s employment terminates due to the Participant’s death,the Restricted Stock Units credited to the Account will fully vest on the date of termination ofemployment.          (b) Disability. If the Participant’s employment is terminated by reason of his or herdisability and the Restricted Stock Units credited to the Account are not fully vested, the ProRata Portion of the next installment of the Restricted Stock Units credited to the Accountscheduled to vest (if any) shall vest. For purposes hereof, “disability” means “permanent andtotal disability” as defined in Section 22(e)(3) of the Code.     6. **Payment of Restricted Stock Units****.**The Company shall make a payment to theParticipant of the vested Restricted Stock Units credited to the Account as provided in Section 7upon the date the Restricted Stock Units vest. The Participant may elect, in accordance withprocedures adopted by the Company, to change the payment date determined in accordance with thefirst sentence of the preceding paragraph by written notice to the Company at least 12 months priorto the payment date, provided that the new payment date must be at least five years after thepreviously applicable payment date. Notwithstanding the foregoing, upon:          (a) The death of the Participant prior to the new payment date, payment shall be acceleratedto the date of the Participant’s death and paid in accordance with the provisions of Section 9; and          (b) The occurrence of a Section 409A CIC (as defined in Appendix B), payment shall beaccelerated to the date of such Section 409A CIC and paid in Shares (or, if applicable, in sharesof the common stock of the Surviving Corporation or the Parent Corporation).     7. **Form of Payment**. Payment pursuant to Section 6 shall be made in Shares equal tothe number of vested Restricted Stock Units credited to the Account. Payment shall be made as soonas practicable after the applicable payment date, but in no event later than 30 days after the dateestablished pursuant to Section 7.     8. **Beneficiary**. In the event of the Participant’s death prior to payment of theRestricted Stock Units credited to the Account, payment shall be made to the last beneficiarydesignated in writing that is received by the Company prior to the Participant’s death or, if nodesignated beneficiary survives the Participant, such payment shall be made to the Participant’sestate.     9. **No Obligation to Continue Employment**. Neither the Plan, this Agreement, nor thegrant of the Restricted Stock Units imposes any obligation on the Company or its Subsidiaries tocontinue the Participant’s employment, or limit in any way the rights of the Company or aSubsidiary to terminate the Participant’s employment at any time.     10. **No Rights as Shareholder**. The Participant shall have no rights as a stockholderwith respect to any Shares subject to the Restricted Stock Units until such Shares have beenissued.     11. **Adjustment for Capital Changes**. The Plan contains provisions covering thetreatment of options in the event of mergers, stock splits, spin-offs and certain other corporatetransactions. Provisions in the Plan for such adjustment are hereby made applicable hereunder andare incorporated herein by reference.     12. **Change in Control; Corporate Transaction****.**Provisions regarding a Change inControl and a Corporate Transaction are set forth on Appendix A.     13. **Withholding**. Prior to the issuance of Shares in payment of the Restricted StockUnits credited to the Account the Participant must pay to the Company, or make satisfactoryprovision to the Company for payment of, any federal, state or local withholding taxes required bylaw to be withheld in respect of the payment of such Restricted Stock Units. The Participantagrees that the Company may withhold such taxes from the Participant’s wages or other remuneration.In the discretion of the Company, the taxes may be withheld in kind from the Shares otherwisedeliverable to the Participant on payment of the Restricted Stock Units credited to the Account.     14. **Policy on the Avoidance of Insider Trading**. The Participant acknowledges thathe/she has received and read the RealNetworks Policy on the Avoidance of Insider Trading, and, ifapplicable, the Addendum to the Policy on the Avoidance of Insider Trading, and the Participantagrees to comply with the Policy’s terms, together with the Addendum, if applicable.
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     15. **10b5-1 Trading Plan**. Participant acknowledges that he or she is responsible forpaying any applicable taxes required by law to be withheld in respect of the issuance of the Sharesupon vesting of the Restricted Stock Units even if the Participant does not sell any Sharesissuable upon the vesting of the Restricted Stock Units. Because Participant may be prevented fromselling Shares pursuant to the Company’s Policy on the Avoidance of Insider Trading (the “Policy”) at the time of thevesting of the Restricted Stock Units, Participant should consider entering into a 10b5-1 tradingplan that ensures the Participant will be permitted to sell Shares sufficient to cover his or hertax liability even if the trading window is closed or the Participant would otherwise be prohibitedfrom selling Shares under the terms of the Policy. The Participant acknowledges that the Companywill not release Shares to the Participant until the applicable taxes required by law to bewithheld upon vesting of the Restricted Stock Units have been paid in full. The Company will notbe responsible for any losses or damages resulting from any delay in releasing the Shares to theParticipant upon the vesting of the Restricted Stock Units as a result of the Participant’s failureto make full payment of the required taxes in a timely manner upon the vesting of the RestrictedStock Units.     16. **Compliance with Section 409A of the Code***.*          (a) Automatic Delay of Payment. Notwithstanding anything contained in this Agreementto the contrary, if the Company determines that as of the date of payment the Participant is a“specified employee” (as such term is defined under Section 409A of the Code), any Shares (orshares of the common stock of the successor company in the event of a Change in Control) payable byreason of the Participant’s termination of employment with the Company and its Subsidiaries for anyreason other than death or “disability” (as such term is defined under Section 409A of the Code)will not be paid until the date that is six months following the date of termination of employment(or such earlier time permitted under Section 409A of the Code without the imposition of anyaccelerated or additional taxes under Section 409A of the Code).          (b) General. This Agreement is intended to comply and shall be administered in amanner that is intended to comply with section 409A of the Code and shall be construed andinterpreted in accordance with such intent. Payment under this Agreement shall be made in a mannerthat will comply with section 409A of the Code, including regulations or other guidance issued withrespect thereto, as determined by the Committee. Any provision of this Agreement that would causethe payment or settlement thereof to fail to satisfy section 409A of the Code shall be amended tocomply with section 409A of the Code on a timely basis, which may be made on a retroactive basis,in accordance with regulations and other guidance issued under section 409A of the Code.     17. **Miscellaneous**.          (a) Notices. All notices hereunder shall be in writing and shall be deemed given whensent by certified or registered mail, postage prepaid, return receipt requested, if to theParticipant, to the address indicated on the signature page below or at the most recent addressshown on the records of the Company, and if to the Company, to the Company’s principal office,attention of the Corporate Secretary.          (b) Entire Agreement; Modification. This Agreement and the Plan constitute the entireagreement between the parties relative to the subject matter hereof, and supersedes allunderstandings between the parties relating to the subject matter of this Agreement. ThisAgreement may be modified, amended or rescinded only by a written agreement executed by bothparties.          (c) Cost of Litigation. In any action at law or in equity to enforce any of theprovisions or rights under this Agreement, the unsuccessful party to such litigation, as determinedby the court in a final judgment or decree, shall pay the successful party or parties all costs,expenses and reasonable attorneys’ fees incurred by the successful party or parties (includingwithout limitation costs, expenses and fees in any appellate proceedings), and if the successfulparty recovers judgment in any such action or proceeding, such costs, expenses and attorney’s feesshall be included as part of the judgment.          (d) Severability. The invalidity, illegality or unenforceability of any provision ofthis Agreement shall in no way affect the validity, legality or enforceability of any otherprovision.          (e) Successors and Assigns. This Agreement shall be binding upon and inure to thebenefit of the parties hereto and their respective successors and assigns, including theParticipant’s heirs, executors, administrators and legal representatives.          (f) Governing Law. This Agreement shall be governed by and interpreted in accordancewith the laws of the State of Washington, without giving effect to the principles of the conflictsof laws thereof.
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**APPENDIX A****Change in Control; Corporate Transaction**I. **Change in Control**     Notwithstanding anything contained herein to the contrary, if (i) the Restricted Stock Unitscredited to the Account are assumed or substituted for on substantially the same terms andconditions (which may include payment in shares of the common stock of the Surviving Corporation orthe Parent Corporation) immediately following the Change in Control and (ii) within twenty-four(24) months after a Change in Control the Participant’s employment is terminated by the Company orits successor without Cause or by the Participant for Good Reason, all of the Shares subject to theOption shall be vested immediately. Furthermore and notwithstanding anything contained herein tothe contrary, if the Restricted Stock Units credited to the Account are not assumed or substitutedfor immediately following the Change in Control on substantially the same terms and conditions(which may include payment in shares of the common stock of the Surviving Corporation or the ParentCorporation), all of the Shares subject to the Restricted Stock Units credited to the Account shallvest immediately upon the Change in Control. If the Company is the Surviving Corporation or theParent Corporation, if applicable, it shall be deemed to have assumed the Restricted Stock Unitsunless it takes explicit action to the contrary.     For purposes of this Agreement:          “Change in Control” means the occurrence of any one of the following events:          (i) during any period of twenty-four (24) consecutive months, individuals who, at thebeginning of the period constitute the Board (the “Incumbent Directors”) cease for any reason toconstitute at least a majority of the Board, provided that any person becoming a directorsubsequent to the initial public offering whose election or nomination for election was approved bya vote of at least a majority of the Incumbent Directors then on the Board (either by a specificvote or by approval of the proxy statement of the Company in which such person is named as anominee for director, without written objection to such nomination) shall be an Incumbent Director;provided, however, that no individual initially elected or nominated as a directorof the Company as a result of an actual or threatened election contest with respect to directors oras a result of any other actual or threatened solicitation of proxies by or on behalf of any personother than the Board shall be deemed to be an Incumbent Director;          (ii) any “person” (as such term is defined in the Exchange Act and as used in Sections13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes a “beneficial owner” (as defined in Rule13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing35% or more of the combined voting power of the Company’s then outstanding securities eligible tovote for the election of the Board (the “Company Voting Securities”); provided,however, that the event described in this paragraph (ii) shall not be deemed to be a Changein Control by virtue of any of the following acquisitions: (A) by the Company or any subsidiary,(B) by any employee benefit plan (or related trust) sponsored or maintained by the Company or anysubsidiary, (C) by any underwriter temporarily holding securities pursuant to an offering of suchsecurities, (D) pursuant to a Non-Qualifying Transaction, as defined in paragraph (iii), or (E) byany person of Voting Securities from the Company, if a majority of the Incumbent Board approves inadvance the acquisition of beneficial ownership of 35% or more of Company Voting Securities by suchperson;          (iii) the consummation of a merger, consolidation, statutory share exchange, reorganization orsimilar form of corporate transaction involving the Company or any of its subsidiaries thatrequires the approval of the Company’s stockholders, whether for such transaction or the issuanceof securities in the transaction (a “Business Combination”), unless immediately following suchBusiness Combination: (A) more than 50% of the total voting power of (x) the corporation resultingfrom such Business Combination (the “Surviving Corporation”), or (y) if applicable, the ultimateparent corporation that directly or indirectly has beneficial ownership of 100% of the votingsecurities eligible to elect directors of the Surviving Corporation (the “Parent Corporation”), isrepresented by Company Voting Securities that were outstanding immediately prior to such BusinessCombination (or, if applicable, is represented by shares into which such Company Voting Securitieswere converted pursuant to such Business Combination), and such voting power among the holdersthereof is in substantially the same proportion as the voting power of such Company VotingSecurities among the holders thereof immediately prior to the Business Combination, (B) no person(other than any employee benefit plan (or related trust) sponsored or maintained by the SurvivingCorporation or the Parent Corporation), is or becomes the beneficial owner, directly or indirectly,of 35% or more of the total voting power of the outstanding voting securities eligible to electdirectors of the Parent Corporation (or, if there is no Parent Corporation, the SurvivingCorporation) and (C) at least half of the members of the board of directors of the ParentCorporation (or, if there is no Parent Corporation, the Surviving Corporation) following theconsummation of the Business Combination were Incumbent Directors at the time of the Board’sapproval of the execution of the initial agreement providing for such Business Combination (anyBusiness Combination which satisfies all of the criteria specified in (A), (B) and (C) above shallbe deemed to be a “Non**-**Qualifying Transaction”); or
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          (iv) the shareholders of the Company approve a plan of complete liquidation or dissolution ofthe Company or the consummation of a sale of all or substantially all of the Company’s assets.     Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely becauseany person acquires beneficial ownership of more than 35% of the Company Voting Securities as aresult of the acquisition of Company Voting Securities by the Company which reduces the number ofCompany Voting Securities outstanding; provided, that if after such acquisition bythe Company such person becomes the beneficial owner of additional Company Voting Securities thatincreases the percentage of outstanding Company Voting Securities beneficially owned by suchperson, a Change in Control of the Company shall then occur.          “Good Reason” means:          (i) a reduction by the Company or its successor of more than 10% in the Participant’s rate ofannual base salary as in effect immediately prior to such Change in Control;          (ii) a reduction by the Company or its successor of more than 10% of the Participant’sindividual annual target or bonus opportunity; or          (iii) any requirement of the Company that Participant be based anywhere more than fifty (50)miles from Participant’s primary office location at the time of the Change in Control and more thanfifty (50) miles from Participant’s principal residence at the time of the Change in Control.II. **Corporate Transaction**     Notwithstanding anything contained herein to the contrary, in the event of a CorporateTransaction that is not a Change in Control, the surviving corporation or acquiring corporation mayassume, continue or substitute for the Restricted Stock Units credited to the Account onsubstantially the same terms and conditions (which may include payment in shares of the commonstock of the surviving corporation or acquiring corporation, or the parent company of the survivingor acquiring corporation). In the event of a Corporate Transaction that is not a Change inControl, then notwithstanding anything contained herein to the contrary, to the extent that thesurviving corporation or acquiring corporation (or its parent company) does not assume, continue orsubstitute for the Restricted Stock Units credited to the Account on substantially the same termsand conditions (which may include payment in shares of the common stock of the survivingcorporation, acquiring corporation, or the surviving or acquiring corporation’s parent company),then all of such Restricted Stock Units shall become fully vested immediately prior to theCorporate Transaction if the Participant is then an Employee.     For purposes of this Agreement, “Corporate Transaction” means (i) the consummation of amerger, consolidation or similar transaction following which the Company is not the survivingcorporation; or (ii) the consummation of a merger, consolidation or similar transaction followingwhich the Company is the surviving corporation but the Shares outstanding immediately preceding themerger, consolidation or similar transaction are converted or exchanged by virtue of the merger,consolidation or similar transaction into other property, whether in the form of securities, cashor otherwise. Notwithstanding the foregoing, a “Corporate Transaction” shall not include atransaction that is effected exclusively for the purpose of changing the domicile of the Company.III. **Form and Timing of Payment**     Paymentof Restricted Stock Units that vest pursuant to the first sentence of Part I of thisAppendix A shall be made in Shares (or, if applicable, in shares of the common stock of theSurviving Corporation or Parent Corporation) as soon as practicable following the termination ofemployment referred to in such sentence. Payment of Restricted Stock Units that vest pursuant tothe second sentence of Part I of Appendix A shall be made in Shares (or, if applicable, in sharesof the common stock of the Surviving Corporation or the Parent Corporation), as soon as practicablefollowing the earliest of (i) the date of the Change in Control if such Change in Control is also aSection 409A CIC (as defined in Appendix B), (ii) the applicable date on which the Restricted StockUnits vest or (iii) the date of the Participant’s termination of employment with the Company andits Subsidiaries for any reason. Payment of Restricted Stock Units that vest pursuant to thesecond sentence of Part II of this Appendix A shall be made in Shares (or, if applicable, in sharesof the common stock of the surviving corporation, acquiring corporation, or the surviving oracquiring corporation’s parent company), as soon as practicable following the earliest of (i) thedate of the Corporate Transaction if such Corporate Transaction is also a Section 409A CIC, (ii)the applicable on which the Restricted Stock Units vest or (iii) the date of the Participant’stermination of employment with the Company and its Subsidiaries for any reason.
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**APPENDIX B**     For purposes of this Agreement, “Section 409A CIC” means and shall be deemed to have occurredas of the date of the first to occur of the following events:          (a) Any Person or Group acquires stock of the Company that, together with stock held by suchPerson or Group, constitutes more than 50% of the total fair market value or total voting power ofthe stock of the Company. However, if any Person or Group is considered to own more than 50% ofthe total fair market value or total voting power of the stock of the Company, the acquisition ofadditional stock by the same Person or Group is not considered to cause a Section 409A CIC. Anincrease in the percentage of stock owned by any Person or Group as a result of a transaction inwhich the Company acquires its stock in exchange for property will be treated as an acquisition ofstock for purposes of this subsection. This subsection applies only when there is a transfer ofstock of the Company (or issuance of stock of the Company) and stock in the Company remainsoutstanding after the transaction;          (b) Any Person or Group acquires (or has acquired during the 12-month period ending on thedate of the most recent acquisition by such Person or Group) ownership of stock of the Companypossessing 35% or more of the total voting power of the stock of the Company. However, if anyPerson or Group is considered to own 35% of the total voting power of the stock of the Company, theacquisition of additional stock by the same Person or Group is not considered to cause a Section409A CIC;          (c) A majority of members of the Company’s Board is replaced during any 12-month period byParticipants whose appointment or election is not endorsed by a majority of the members of theCompany’s Board prior to the date of the appointment or election; or          (d) Any Person or Group acquires (or has acquired during the 12-month period ending on thedate of the most recent acquisition by such Person or Group) assets from the Company that have atotal gross fair market value equal to or more than 40% of the total gross fair market value of allof the assets of the Company immediately prior to such acquisition or acquisitions. For thispurpose, gross fair market value means the value of the assets of the Company, or the value of theassets being disposed of, determined without regard to any liabilities associated with such assets.However, no Section 409A CIC shall be deemed to occur under this subsection (d) as a result of atransfer to:               (i) A shareholder of the Company (immediately before the asset transfer) in exchange for orwith respect to its stock;               (ii) An entity, 50% or more of the total value or voting power of which is owned, directly orindirectly, by the Company;               (iii) A Person or Group that owns, directly or indirectly, 50% or more of the total value orvoting power of all the outstanding stock of the Company; or               (iv) An entity, at least 50% of the total value or voting power of which is owned, directly orindirectly, by a person described in clause (iii) above.     For these purposes, the term “Person” shall mean an individual, Company, association, jointstock company, business trust or other similar organization, partnership, limited liabilitycompany, joint venture, trust, unincorporated organization or government or agency, instrumentalityor political subdivision thereof. The term “Group” shallhave the meaning set forth in Rule 13d-5of the Securities Exchange Commission, modified to the extent necessary to comply with ProposedTreasury Regulation Section 1.409A-3(g)(5)(v)(B), or any successor thereto in effect at the time adetermination of whether a Section 409A CIC has occurred is being made.
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