##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
    Form 10-K/A
  (Amendment
    No. 1)
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the Fiscal Year Ended December 31, 2008ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file number 0-23137
 RealNetworks, Inc.
 (Exact name of registrant as
    specified in its charter)
  Washington

91-1628146(State of
    incorporation)

(I.R.S. Employer Identification
    Number)2601 Elliott Avenue, Suite 1000

98121Seattle, Washington

(Zip Code)(Address of principal executive
    offices)   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

The NASDAQ Stock Market LLCPreferred Share Purchase Rights

The NASDAQ Stock Market LLC   Securities registered pursuant to Section 12(g) of the
    Act:
 None
    (Title of Class)
  þ o
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
  þ o o o
 (Do not check if a smaller
    reporting company)
  Rule 12b-2 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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##### Table of Contents





EXPLANATORY
    NOTE
  Form 10-K Form 10-K),
     2




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##### 



TABLE OF
    CONTENTS
   
 PagePART IIIItem 10.

Directors, Executive Officers and Corporate
    Governance


4Item 11.

Executive Compensation


6Item 12.

Security Ownership of Certain Beneficial Owners
    and Management and Related Shareholder Matters


35Item 13.

Certain Relationships and Related Transactions,
    and Director Independence


40Item 14.

Principal Accountant Fees and Services


40PART IVItem 15.

Exhibits and Financial Statement Schedules


41Signatures


45Exhibit Index


46EX-10.31EX-10.32EX-31.1EX-31.2   3




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##### Table of Contents



PART III.  Item 10.
    Directors,
    Executive Officers and Corporate Governance  Our
    Directors
    DirectorName

Age

Position(s)

Class

SinceRobert Glaser(4*)


47


Chairman and Chief Executive Officer


3



1994Eric A. Benhamou(1*, 2)


53


Lead Independent Director


1



2003Edward Bleier(3)


79


Director


1



1999Jeremy Jaech(1, 2, 4)


53


Director


3



2002Pradeep Jotwani(1, 2*)


54


Director


2



2008Jonathan D. Klein(3, 4)


48


Director


2



2003Kalpana Raina(1, 3*)


53


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
    Pay-TV,
   4




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##### Table of Contents



Class 2 Directors
      Class 3 Directors
      Section 16(a)
    Beneficial Ownership Reporting Compliance
     5




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##### Table of Contents



Code of
    Business Conduct and Ethics
  (www.realnetworks.com/company/investor ) Form 8-K www.realnetworks.com/company/investor
  Shareholder
    Nominations and Recommendations for Director
    Candidates
    Audit
    Committee of the Board
    Item 11.
    Executive
    Compensation  Compensation
    Discussion and Analysis
    Overview
    of Executive Compensation Program
    
    Attract 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. 6




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##### Table of Contents




    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 will 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.  th th
    Role
    of Executive Officers in Compensation Decisions
    Benchmarking
  and/or
 7




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Avid Technologies, Inc.

Getty Images, Inc.*

Red Hat, Inc.

ValueClick, Inc.CNET Networks, Inc.*

Interactive Data Corp.

Shutterfly Inc.

Vignette CorporationF5 Networks, Inc.

Move Inc.

TiVo Inc.

WebMD Health Corp.Gemstar-TV
    Guide International, Inc.*

Netflix, Inc.     *
    
    acquired in 2008  th
  th
       8




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##### Table of Contents



2008
    Executive Compensation
  Compensation
    of the Chief Executive Officer
      Akamai Technologies, Inc.

F5 Networks, Inc.

Macrovision Solutions CorporationAvid Technologies, Inc.

Getty Images, Inc.*

United Online, Inc.CNET Networks, Inc.*

Infospace, Inc.

Vignette Corporationdrugstore.com, Inc.     *
    
    acquired in 2008    th th
   9




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##### Table of Contents



management-by-objective
      Revenue

EBITDAAttainment

Incentive Payout

Attainment

Incentive Payout<90%

No payout

<50%

No payout90% - 100%

40% - 100%

50% - 100%

25% - 100%>100% - 110%

100% - 400%

>100% - 150%

100% - 400%        10




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Performance Metric

Payout Attainment(1)


Payout AmountCorporate Revenue


61.27
%

$
153,164Corporate EBITDA


70.72
%

$
176,792Total Payout


65.99
%

$
329,956     (1)
    
    Reflects discretionary adjustments to revenue and EBITDA results
    in the second half of 2008 approved by the Compensation
    Committee.     11




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##### Table of Contents



Avid Technologies, Inc.

Getty Images, Inc.*

Red Hat, Inc.

ValueClick, Inc.CNET Networks, Inc.*

Interactive Data Corp.

Shutterfly Inc.

Vignette CorporationF5 Networks, Inc.

Move Inc.

TiVo Inc.

WebMD Health Corp.Gemstar-TV
    Guide International, Inc.*

Netflix, Inc.     *
    
    acquired in 2008  ,
   12




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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%   Compensation of Named Executive Officers Other than the Chief
    Executive Officer
    
    Base salary;
    Performance-based short-term cash incentive compensation through
    the 2008 Executive MBO Incentive Plan (the 2008 MBO
    Plan);
    Long-term equity incentive compensation;
    Discretionary cash bonus awards; and
    Benefits, including severance and change in control benefits.    Cash Bonus


Equity


All OtherName and Principal Position

Base Salary


Awards


Compensation


CompensationMichael Eggers
    Senior Vice President and Chief Financial Officer


37.4
%


11.9
%


50.2
%



*John Giamatteo
    Chief Operating Officer


24.9
%


37.2
%


37.8
%



*Robert Kimball
    Executive Vice President, Corporate Development and Law, General
    Counsel and Corporate Secretary


19.8
%


52.4
%


27.6
%



*Michael Lunsford
    Executive Vice President, Strategic Ventures


31.5
%


34.1
%


28.1
%


6.3
%     *
    
    Less than 1%. Includes amounts matched under RealNetworks
    401(k) plan and life insurance premiums.  Base Salary.
 13




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##### Table of Contents



Merit-BasedSalaryName

Increases (%)


Base Salary


Effective DateMichael Eggers


10
%

$
291,500


February 2008John Giamatteo


8
%

$
410,400


February 2008Robert Kimball


10
%

$
330,000


February 2008       Merit-BasedSalaryName

Increases (%)


Base Salary


Effective DateJohn Giamatteo


6
%

$
435,000


June 2008Robert Kimball


12
%

$
370,000


October 2008Michael Lunsford


6
%

$
370,000


June 2008   
    Mr. Giamatteo.  In June 2008,
    Mr. Giamatteo was promoted to Chief Operating Officer of
    RealNetworks. In connection with this promotion, the
    Compensation Committee approved a merit-based salary increase of
    approximately 6% in recognition of Mr. Giamatteos
    expanded role and responsibility for managing the overall
    business operations of RealNetworks. Effective upon his
    promotion, Mr. Giamatteos annual base salary was
    established at $435,000.
    Mr. Kimball.  In January 2009,
    Mr. Kimball was promoted to Executive Vice President,
    Corporate Development and Law, General Counsel and Corporate
    Secretary of RealNetworks. In connection with this promotion,
    the Compensation Committee approved a merit-based salary
    increase of approximately 12% in recognition of
    Mr. Kimballs expanded role and responsibility for
    overseeing all corporate development and legal matters for
    RealNetworks. Effective October 1, 2008,
    Mr. Kimballs annual base salary was established at
    $370,000. The Compensation Committee recognized that
    Mr. Kimball had assumed the increased responsibilities
    associated with his new role prior to the formal approval of his
    promotion, and therefore approved the annual base salary
    adjustment retroactive to October 1, 2008. The Compensation
    Committee also considered internal base salary data for other
    executive officers serving at the Executive Vice President level
    when establishing Mr. Kimballs annual base salary in
    connection with his promotion.
    Mr. Lunsford.  In January 2008,
    Mr. Lunsford joined RealNetworks as Senior Strategic
    Advisor reporting to our Chief Executive Officer. At the
    commencement of Mr. Lunsfords employment, the
    Compensation Committee established Mr. Lunsfords
    annual base salary at $350,000. The Compensation Committee
    determined the amount of Mr. Lunsfords annual base
    salary based on market levels for executives having similar
    roles and responsibilities and in recognition of his recent
    professional experience serving as a senior executive officer of
    Earthlink, Incorporated, a provider of communications services,
    including eight months serving as interim president and chief
    executive officer from November 2006 to June 2007. 14




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Performance-based Cash Incentive
    Compensation. and/or
  0-100%
    Revenue

EBITDAAttainment

Incentive Payout

Attainment

Incentive Payout<90%

No payout

0 - 100%

0 - 100%90% - 100%

40% - 100%

>100% - 160%

Up to 160%>100% - 110%

Up to 160%    15




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
    Mr. Giamatteo.  Mr. Giamatteo serves
    as RealNetworks Chief Operating Officer, and this position
    entails more responsibility for strategic operating decisions
    and a greater direct influence on overall company performance
    than most executive positions. Therefore, Mr. Giamatteo has
    a greater percentage of his total compensation opportunity tied
    to short-term and long-term incentives than most executive
    officers. 16




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First Half 2008


First Half 2008


Second Half 2008


Second Half 2008Performance Metric

Payout Attainment


Payout Amount


Payout Attainment(1)


Payout AmountCorporate Revenue


100.14
%

$
49,818



88.50
%

$
0Corporate EBITDA


126.07
%

$
62,278



48.59
%

$
26,421TPS Revenue


97.27
%

$
41,307







TPS EBITDA


106.8
%

$
49,400







TPS/MSS Revenue










94.68
%

$
37,002TPS/MSS EBITDA










71.80
%

$
39,041Overall Payout Attainment and Total Payout


102.63
%

$
202,803



47.11
%

$
102,464     (1)
    
    Reflects discretionary adjustments to revenue and EBITDA results
    in the second half of 2008 approved by the Compensation
    Committee.   17




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##### Table of Contents



First Half 2008

First Half 2008

Second Half 2008

Second Half 2008Payout Attainment

Payout Amount

Payout Attainment

Payout Amount48%

$179,788

38%

$143,500   
    Mr. Kimball.  In the first three quarters
    of 2008, Mr. Kimball was eligible to earn a target of 45%
    of his annual base salary in performance-based cash incentive
    compensation under the 2008 MBO Plan based equally on the
    achievement of consolidated revenue and EBITDA targets.
    Effective October 1, 2008, Mr. Kimballs target
    bonus opportunity under the 2008 MBO Plan was increased to
    75% of his annual base salary in connection with his promotion
    to Executive Vice President, Corporate Development and Law,
    General Counsel and Corporate Secretary. In the first half of
    2008, Mr. Kimball earned cash incentive compensation under
    the 2008 MBO Program based on 100.14% achievement of
    corporate revenue targets and 126.07% achievement of EBITDA
    targets, resulting in a payout of approximately 113.46% of the
    targeted payment for the measurement period. In the second half
    of 2008, Mr. Kimball earned cash incentive compensation
    under the 2008 MBO Program based on 88.5% achievement of
    corporate revenue targets, and 48.59% achievement of corporate
    EBITDA targets, resulting in a payout of 34.3% of the targeted
    payment for the measurement period. The achievement levels in
    the second half of 2008 reflect discretionary adjustments to
    consolidated revenue and EBITDA results as described above.    First Half 2008


First Half 2008


Second Half 2008


Second Half 2008Performance Metric

Payout Attainment


Payout Amount


Payout Attainment(1)


Payout AmountCorporate Revenue


100.14
%

$
35,738



88.50
%

$
10,650Corporate EBITDA


126.07
%

$
44,675



48.59
%

$
25,874Overall Payout Attainment and Total Payout


113.46
%

$
80,413



34.30
%

$
36,524     (1)
    
    Reflects discretionary adjustments to revenue and EBITDA results
    in the second half of 2008 approved by the Compensation
    Committee.  
    Mr. Lunsford.  Mr. Lunsford was
    eligible to earn a target of 45% of his annual base salary in
    performance-based cash incentive compensation under the
    2008 MBO Program, as adjusted pro rata to his date of hire
    in January 2008. During the first half of 2008,
    Mr. Lunsfords cash incentive compensation was based
    equally on the achievement of consolidated revenue and EBITDA
    targets. In the first half of 2008, Mr. Lunsford earned
    cash incentive compensation based on 100.14% achievement of
    corporate revenue targets and 126.07% achievement of corporate
    EBITDA targets, resulting in an incentive cash compensation
    payout of approximately 113.46% of the targeted payment for the
    measurement period. In the second half of 2008,
    Mr. Lunsford earned cash incentive compensation based on
    88.5% achievement of corporate revenue targets, 48.59%
    achievement of corporate EBITDA targets, 84.41% achievement of
    revenue targets for the Music division and 144.8% achievement of
    EBITDA targets for the Music division, resulting in an incentive
    cash compensation payout of 37.15% of the targeted payment for
    the measurement period. Mr. Lunsford did not earn corporate
    or Music revenue-based payouts in the second half of 2008. The
    achievement levels in the second half of 2008 reflect
    discretionary adjustments to revenue and EBITDA results as
    described above. 18




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##### Table of Contents



First Half 2008


First Half 2008


Second Half 2008


Second Half 2008Performance Metric

Payout Attainment


Payout Amount


Payout Attainment(1)


Payout AmountCorporate Revenue


100.14
%

$
33,600



88.50
%

$
0Corporate EBITDA


126.07
%

$
42,002



48.59
%

$
10,112Music Revenue










84.41
%

$
0Music EBITDA










144.80
%

$
20,813Overall Payout Attainment and Total Payout


113.46
%

$
75,602



37.15
%

$
30,925     (1)
    
    Reflects discretionary adjustments to revenue and EBITDA results
    in the second half of 2008 approved by the Compensation
    Committee.  and/or
      0-100%,
 19




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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% - 160%>100% - 110%

100% - 130%

>160% - 200%

160% - 200%>110% - 120%

130% - 200%     Long-term Equity Incentive Compensation.
      and/or
 20




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21




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Discretionary
    Cash Bonus Awards
  
    Mr. Eggers.  Mr. Eggers participates
    in a separate discretionary cash bonus program designed to
    maintain appropriate independence for key control executives. In
    2008, discretionary cash bonus compensation for Mr. Eggers
    was targeted at 45% of annual base salary. Discretionary cash
    bonus payments are determined and paid semi-annually and are
    based on performance during each six-month measurement period.
    The Compensation Committee has the discretion to award cash
    bonuses that are greater than or less than the established
    target amount. In the first half of 2008, Mr. Eggers earned
    discretionary cash bonus compensation that resulted in a payout
    of 112.66% of the targeted payment based on his individual
    performance and contributions to the overall performance of
    RealNetworks during the measurement period. In the second half
    of 2008, Mr. Eggers earned discretionary cash bonus
    compensation that resulted in a payout of 33% of the targeted
    payment based on his individual performance and contributions to
    the overall performance of RealNetworks during the measurement
    period. The Compensation Committee determined that
    Mr. Eggers contributed equally to the financial success of
    RealNetworks in the first and second halves of 2008, as compared
    to executives who participated in the 2008 MBO Plan, and
    therefore should be comparably rewarded.    First Half 2008 Payout

First Half 2008

Second Half 2008 Payout

Second Half 2008(% of Targeted Payment)

Payout ($)

(% of Targeted Payment)

Payout ($)112.66%

$70,081

33%

$21,644   
    Mr. Kimball.  In 2005, RealNetworks
    entered into agreements with Microsoft that resulted in payments
    of $761 million to RealNetworks in connection with the
    settlement of antitrust litigation and agreements relating to
    digital music and games. The Compensation Committee awarded
    special cash bonuses to certain executive officers of
    RealNetworks, including Mr. Kimball, in recognition of
    their efforts and leadership in resolving the antitrust
    litigation and establishing a collaborative relationship with
    Microsoft.    
    Mr. Lunsford.  In connection with his
    acceptance of an offer of employment by RealNetworks as Senior
    Strategic Advisor in January 2008, Mr. Lunsford received a
    discretionary signing bonus in the amount of $217,500, half of
    which was paid within 30 days of the commencement of his
    employment with RealNetworks and half of which was paid six
    months later. In the event of Mr. Lunsfords
    resignation or termination for cause within the first six months
    of the date of either payment, he would have been required to
    repay a pro rata portion of the signing bonus. The Compensation
    Committee generally includes signing bonuses as part of the
    compensation packages offered to new executives in order to
    further entice them to join RealNetworks and because it is a
    common practice among companies with which we compete for
    executive talent. Mr. Lunsford also received a relocation
    bonus in the amount of $40,000 in connection with his relocation
    to Seattle, Washington from Atlanta, Georgia. 22




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Perquisites.
  Benefits.
        Severance and Change in Control Benefits.
  
    Mr. Kimball.  In the event
    Mr. Kimball had resigned his position as a result of a
    material change in his job responsibilities, the relocation of
    his primary workplace by more than 15 miles, or the
    acquisition of RealNetworks by a third party, Mr. Kimball
    would have been entitled to receive all payments under the
    Kimball Agreement on his last day of employment. In the case of
    death or disability, Mr. Kimball or his heirs would have
    received all remaining payments under the Kimball agreement
    within 30 days. 23




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
    Mr. Giamatteo.  In July 2008, the
    Compensation Committee approved amended severance provisions for
    Mr. Giamatteo as part of the terms of his employment as
    Chief Operating Officer. In the event RealNetworks terminates
    the employment of Mr. Giamatteo without cause, RealNetworks
    will provide Mr. Giamatteo with twelve months notice,
    or it will pay Mr. Giamatteo his then-current base salary
    in lieu of notice through any remaining portion of the notice
    period.      Tax and
    Accounting Implications
  Deductibility of Executive
    Compensation.
  Accounting for Stock-Based
    Compensation. Share-Based
    Payment
 24




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Pre-Set
    Diversification Plans
  Section 10b5-1 and/or
  Compensation
    Committee Report
  Form 10-K
 
   Pradeep Jotwani, Chairman
    Eric A. Benhamou
    Jeremy Jaech
  Summary
    Compensation Table
  Change inPensionValue andNonqualifiedNon-Equity


DeferredStock


Option


Incentive Plan


Compensation


All OtherName and Principal




Salary


Bonus


Awards


Awards


Compensation


Earnings


Compensation


TotalPosition

Year


($)(1)


($)(2)


($)(3)


($)(4)


($)(5)


($)


($)(8)


($)Robert Glaser


2008



236,672











372,858



93,285







35,125



737,940Chairman of the Board


2007



444,384



725,000







545,488



354,200







34,146



2,103,218and Chief Executive


2006



400,000



2,175,000







821,456



325,000







35,747



3,757,203OfficerMichael Eggers


2008



288,884



91,725



115,495



272,493











3,657



772,254Senior Vice President,


2007



259,055



94,982



40,278



266,747











2,502



663,564Chief Financial Officer


2006



224,423



144,284
(6)


5,738



158,273











2,858



535,576and TreasurerJohn Giamatteo


2008



420,172







228,778



409,472



628,555







3,736



1,690,713Chief Operating Officer


2007



372,865











362,393



667,600







24,855



692,4552006



350,000



500,000







666,581



235,725







326



1,752,632Robert Kimball


2008



327,038



750,000



172,774



283,485



116,937







3,684



1,653,918Executive Vice President,


2007



296,433



835,725



163,687



293,763



18,225







61,766



1,669,599Corporate Development


2006



225,625



857,089
(7)


9,451



147,855











5,777



1,245,797and Law, General Counsel and Corporate SecretaryMichael Lunsford


2008



336,602



257,500



31,713



268,951



106,527







66,838



1,068,131Executive Vice President,


2007































Strategic Ventures


2006































     (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 25




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##### Table of Contents



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. Lunsford for 2008 represents annual base salary earned
    from the commencement of his employment on January 28, 2008
    through December 31, 2008. 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. The amount shown for
    Mr. Kimball for 2006 represents his annual base salary as
    adjusted to reflect a leave of absence in 2006.(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 6.(3)
    
    The amounts reported in this column represent the compensation
    costs for financial reporting purposes for the year under
    FAS 123R, excluding adjustments relating to estimated
    forfeitures, rather than an amount paid to or realized by the
    executive officer for restricted stock units granted in and
    prior to 2008. 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, 2008.(4)
    
    The amounts reported in this column represent the compensation
    costs for financial reporting purposes for the year under
    FAS 123R, excluding adjustments relating to estimated
    forfeitures, rather than an amount paid to or realized by the
    executive officer for stock options granted in and prior to
    2008. 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, 2008.(5)
    
    The amounts reported in this column represent cash incentive
    compensation which is based on performance in fiscal 2006, 2007
    and 2008. Mr. Glasers cash incentive compensation for
    2006 was determined by the Compensation Committee in March 2007
    and was paid shortly thereafter, and for 2007, such compensation
    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. With respect to the named executive officers other than
    Mr. Glaser, cash incentive compensation was determined by
    the Compensation Committee (a) in July 2006 with respect to
    payments for the first half of 2006, (b) in January 2007
    with respect to payments for the second half of 2006,
    (c) in August 2007 with respect to payments for the first
    half of 2007, (d) in February 2008 with respect to payments
    for the second half of 2007, (e) in August 2008 with
    respect to payments for the first half of 2008, and (f) in
    March 2009 with respect to payments for the second half of 2008,
    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 6. The estimated possible threshold,
    target and maximum amounts for these awards are reflected in the
    2008 Grants of Plan-Based Awards table on
    page 28.(6)
    
    Includes $94,284 that was reported as non-equity incentive plan
    compensation in the proxy statement filed in connection with the
    2007 annual meeting of shareholders. This amount was awarded as
    part of a discretionary bonus program.(7)
    
    Includes $107,089 that was reported as non-equity incentive plan
    compensation in the proxy statement filed in connection with the
    2007 annual meeting of shareholders. This amount was awarded as
    part of a discretionary bonus program.(8)
    
    Amounts reported for 2006, 2007 and 2008 that represent
    All Other Compensation for each of the Named
    Executive Officers are described in the following table: 26




---



##### Table of Contents



Detail of
    All Other Compensation in the Summary Compensation
    Table
  Company


Term Life


Tax Gross-Up


Taxable


Costs AssociatedContribution


Insurance


Payment Related to


Relocation


With Personal Use401(k) Plan


Premium


Stock Awards


Costs


of Office Space


TotalName

Year


($)(1)


($)


($)


($)


($)(2)


($)Robert Glaser


2008







288











34,837



35,1252007







432











33,714



34,1462006







360











35,387



35,747Michael Eggers


2008



3,450



207















3,6572007



2,223



279















2,5022006



2,625



215















2,840John Giamatteo


2008



3,450



286















3,7362007



6,365



402







18,088
(3)






24,8552006







326















326Robert Kimball


2008



3,450



234















3,6842007



5,610



320



55,836











61,7662006



5,530



247















5,777Michael Lunsford


2008







238







66,600
(4)






66,8382007























2006























     (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.(2)
    
    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.(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.(4)
    
    Of the amount reported, $65,500 represents reimbursement to
    Mr. Lunsford for the loss realized on the sale of his
    residence in Atlanta, Georgia in connection with his relocation
    to Seattle, Washington, pursuant to the terms of an employment
    offer letter between RealNetworks and Mr. Lunsford. In
    calculating the amount of this reimbursement and the incremental
    cost to RealNetworks, each of RealNetworks and Mr. Lunsford
    obtained a separate appraisal of the subject property, and the
    average of the two appraisals provided the basis on which the
    reimbursement was calculated. The difference between the sale
    price and the average of the two appraisals was equal to $65,500
    and constituted the amount reimbursed to Mr. Lunsford
    pursuant to this arrangement. The remaining $1,100 reported for
    Mr. Lunsford represents taxable travel and lodging expense
    reimbursements associated with his relocation. These amounts
    constitute taxable income to Mr. Lunsford. 27




---



##### Table of Contents



2008
    Grants of Plan-Based Awards
  All Other


All OtherStock


Option





GrantAwards:


Awards:





Date FairEstimated Possible Payouts


Estimated Future


Number


Number of


Exercise or


Value ofUnder Non-Equity Incentive


Payouts Under Equity


of Shares


Securities


Base Price


Stock andPlan Awards(1)


Incentive Plan Awards


of Stock


Underlying


of Option


OptionGrant


Approval


Threshold


Target


Maximum


Threshold


Target


Maximum


or Units


Options


Awards


AwardsName

Date


Date


($)


($)


($)


(#/sh)


(#/sh)


(#/sh)


(#)(2)


(#)(3)


($/sh)


($)(4)Robert Glaser










200,000



500,000



2,000,000



























Michael Eggers


02/22/08



02/07/08



























58,333











350,581John Giamatteo


02/22/08



02/07/08



83,020



415,100



751,160















33,333











200,33106/24/08



06/24/08



37,500



750,000



750,000















208,333











1,429,16406/24/08



06/24/08































375,000



6.86



1,033,688Robert Kimball


02/22/08



02/07/08



35,475



177,375



283,800















22,500











157,76802/22/08



02/07/08































67,500



6.01



135,225Michael Lunsford


02/05/08



02/05/08



29,997



149,885



239,815



















500,000



6.09



1,184,20006/24/08



06/24/08



























40,000











274,400     (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 2008 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 2008. The
    actual amount paid for 2008 is shown in the Non-Equity
    Incentive Plan Compensation column of the Summary
    Compensation Table on page 25. These awards are described
    in further detail under Compensation Discussion and
    Analysis beginning on page 6.(2)
    
    The amounts reported in this column represent restricted stock
    unit awards granted pursuant to the RealNetworks, Inc. 2005
    Stock Incentive Plan. The restricted stock unit awards vest over
    a period of four years, with the exception of restricted stock
    units granted to Mr. Lunsford, which vest over a period of four
    and a half years. If a Named Executive Officer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 the Named Executive Officer
    delivers a settlement agreement and release upon such
    termination), the unvested portion of the restricted stock units
    will not vest and all rights to the unvested portion will
    terminate. The restricted stock units are described in further
    detail under Compensation Discussion and Analysis
    beginning on page 6 and in the Outstanding Equity
    Awards at December 31, 2008 table on page 29.(3)
    
    The amounts reported in this column represent stock options
    granted 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 an
    executive officer terminates for any reason other than death,
    upon a change of control, or upon the termination of employment
    by RealNetworks without cause (provided that the Named Executive
    Officer 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 6 and in the Outstanding Equity Awards at
    December 31, 2008 table on page 29.(4)
    
    The amounts reported in this column represent the compensation
    costs for financial reporting purposes under FAS 123R,
    excluding adjustments relating to estimated forfeitures, 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, 2008. 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. 28




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##### Table of Contents



Outstanding
    Equity Awards at December 31, 2008
  Option Awards


Stock AwardsEquityIncentiveEquity














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


375,000



125,000
(1)






8.00



11/04/1262,500



187,500
(2)






7.69



04/06/14Michael Eggers


5,000











3.76



08/05/22



7,083
(3)


25,003
(5)25,000











6.12



07/24/23



51,041
(4)


180,175
(5)27,000



3,000
(6)






6.63



10/03/2312,000



2,000
(7)






5.75



02/11/2432,000



8,000
(8)






5.84



01/18/2535,000











7.22



08/31/21700











7.22



08/31/2162,500



37,500
(9)






8.53



02/14/1321,252



21,248
(10)






11.38



11/09/1350,625



84,375
(11)






7.69



04/06/14John Giamatteo


525,000



225,000
(12)






5.07



06/20/12



29,166
(13)


102,956
(5)50,000











5.07



06/20/12



208,333
(14)


735,415
(5)25,000



75,000
(15)






6.49



09/18/14



375,000
(16)






6.86



06/24/15Robert Kimball


10,000











3.76



08/05/22



11,666
(3)


41,181
(5)10,000











3.23



01/27/23



19,687
(17)


69,495
(5)50,000











6.12



07/24/2340,000



10,000
(18)






5.84



01/18/2561,450











5.94



10/12/21200,000











7.22



08/31/2115,000











7.22



08/31/2140,000











7.22



08/31/2150,000



30,000
(19)






8.27



03/15/1335,000



35,000
(20)






11.38



11/09/1350,625



84,375
(11)






7.69



04/06/1418,750



56,250
(15)






6.49



09/18/1459,062



8,438
(21)






6.01



02/22/15Michael Lunsford






500,000
(22)






6.09



02/05/15



40,000
(23)


141,200
(5)     (1)
    
    The options vest and become exercisable as to 12.5% of the total
    grant on February 1, 2006 and upon the completion of each
    successive six months of employment until the options become
    fully vested and exercisable on August 1, 2009, subject to
    the recipients continued employment with RealNetworks.(2)
    
    The options vest and become exercisable in equal annual
    increments until they become fully vested on April 6, 2011,
    subject to the recipients continued employment with
    RealNetworks.(3)
    
    Represents restricted stock units that vest in two substantially
    equal installments on each of November 9, 2009 and
    November 9, 2010, subject to the recipients continued
    employed with RealNetworks.(4)
    
    Represents restricted stock units that vest in equal increments
    of 7,292 shares on February 22, 2009 and every six
    months thereafter until the restricted stock units become fully
    vested on February 22, 2012, subject to the
    recipients continued employment with RealNetworks.(5)
    
    Represents the closing price of a share of our common stock on
    December 31, 2008 ($3.53) multiplied by the number of
    shares or units that have not vested.(6)
    
    The options vest and become exercisable as to 10% of the total
    grant on March 29, 2004 and upon the completion of each
    successive six months of employment, with vesting adjusted in
    connection with a leave of absence. The options will become
    fully vested and exercisable on January 14, 2009, subject
    to the recipients continued employment with RealNetworks. 29




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##### Table of Contents



(7)
    
    The options vest and become exercisable as to 10% of the total
    grant on August 11, 2004 and upon the completion of each
    successive six months of employment, with vesting adjusted in
    connection with a leave of absence. The options will become
    fully vested and exercisable on May 29, 2009, subject to
    the recipients continued employment with RealNetworks.(8)
    
    The options vest and become exercisable as to 10% of the total
    grant on February 1, 2005 and upon the completion of each
    successive six months of employment, with vesting adjusted in
    connection with a leave of absence. The options will become
    fully vested and exercisable on November 19, 2009, subject
    to the recipients continued employment with RealNetworks.(9)
    
    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.(10)
    
    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.(11)
    
    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 employment with RealNetworks.(12)
    
    The options vest and become exercisable as to 30% of the total
    grant on December 20, 2006, and an additional 10% of the
    options will vest and become exercisable upon the completion of
    each successive six months of employment until the options
    become fully vested on June 20, 2010, subject to the
    recipients continued employed with RealNetworks.(13)
    
    Represents restricted stock units that vest in substantially
    equal increments of 4,167 shares on February 22, 2009
    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.(14)
    
    Represents restricted stock units that vest as to (i) 16%
    of the total grant on June 24, 2009, (ii) 24% of the
    total grant on June 24, 2010, (iii) 12% of the total
    grant on each of December 24, 2010 and June 24, 2011,
    and (iv) 18% of the total grant on each of
    December 24, 2011 and June 24, 2012, subject to the
    recipients continued employed with RealNetworks.(15)
    
    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 employment with RealNetworks.(16)
    
    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) 30% of the total grant on each
    of December 24, 2011 and June 24, 2012, subject to the
    recipients continued employment with RealNetworks.(17)
    
    Represents restricted stock units that vest in substantially
    equal increments of 2,813 shares on February 22, 2009
    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.(18)
    
    The options vest and become exercisable as to 10% of the total
    grant on February 1, 2005 and upon the completion of each
    successive six months of employment, with vesting adjusted in
    connection with a leave of absence. The options will become
    fully vested and exercisable on September 16, 2009, subject
    to the recipients continued employment with RealNetworks.(19)
    
    The options vest and become exercisable as to 12.5% of the total
    grant on July 1, 2006 and upon the completion of each
    successive six months of employment, with vesting adjusted in
    connection with a leave of absence. The options will become
    fully vested and exercisable on February 16, 2010, subject
    to the recipients continued employment with RealNetworks.(20)
    
    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. 30




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##### Table of Contents



(21)
    
    The options vest and become exercisable as to 12.5% of the total
    grant on August 22, 2008 and upon the completion of each
    successive six months of employment until the options become
    fully vested and exercisable on February 22, 2012, subject
    to the recipients continued employment with RealNetworks.(22)
    
    The options vest and become exercisable as to (i) 25% of
    the total grant on January 28, 2009, 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 28, 2012, subject
    to the recipients continued employment with RealNetworks.(23)
    
    Represents restricted stock units that vest in eight equal
    increments of 5,000 shares on June 24, 2009 and every
    six months thereafter until the restricted stock units become
    fully vested on December 24, 2012, subject to the
    recipients continued employed with RealNetworks.  2008
    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)


(#)


($)(2)Robert Glaser














Michael Eggers










10,834



64,587John Giamatteo










4,167



28,002Robert Kimball


30,000



125,730



8,646



44,569Michael Lunsford














     (1)
    
    Represents the price at which the shares acquired upon exercise
    of the stock options were sold net of the exercise price
    associated with acquiring the shares.(2)
    
    Represents the number of shares vesting multiplied by the fair
    market value of RealNetworks Common Stock on the vesting date.  2008 Director
    Compensation Table
  Change in PensionValue andFees











NonqualifiedEarned or








Non-Equity


DeferredPaid in


Stock


Option


Incentive Plan


Compensation


All OtherCash


Awards


Awards


Compensation


Earnings


Compensation


TotalName

($)


($)


($)(1)


($)


($)


($)


($)Eric Benhamou(2)


64,000







145,513















209,513Edward Bleier


40,000







145,513















185,513James Breyer(3)


17,000







71,012















88,012Robert Glaser(4)


























Jeremy Jaech(5)


57,000







145,513















202,513Pradeep Jotwani(6)


16,333







51,439















67,772Jonathan Klein(7)


36,500







145,513















182,013Kalpana Raina(8)


47,500







145,513















193,013     (1)
    
    The amount reported in this column for each director represents
    the compensation costs for financial reporting purposes for 2008
    under FAS 123R, excluding adjustments relating to estimated
    forfeitures, rather than an amount paid to or realized by the
    director, for outstanding stock options granted in and prior to
    2008. The full FAS 123R grant date fair value of the equity
    award granted in 2008 to each of Messrs. Benhamou, Bleier,
    Jaech and Klein and Ms. Raina is $130,734. The full
    FAS 123R grant date fair value of the equity award granted
    in 2008 to Mr. Jotwani is $122,715. For a discussion of
    valuation assumptions, see Note 2, Stock-Based
    Compensation,to our Notes to Consolidated Financial
    Statements 31




---



##### Table of Contents



included in our annual report on
    Form 10-K
    for the year ended December 31, 2008. See 2008
    Summary Compensation Table on page 25 for
    compensation costs related to outstanding stock options granted
    to Mr. Glaser, our Chief Executive Officer, in and prior to
    2008.(2)
    
    Audit Committee Chair.(3)
    
    Mr. Breyer served as a director from January 1, 2008
    to June 3, 2008. Amount reported in the Fees Earned
    or Paid in Cash column represents the value of shares of
    RealNetworks Common Stock issued to Mr. Breyer in lieu of
    director fees earned in fiscal year 2008. Mr. Breyer
    elected to receive 100% of his fiscal year 2008 director
    fees in shares of RealNetworks Common Stock. Mr. Breyer
    received 1,396 shares valued at $8,000 as compensation for
    Board service in the first quarter of 2008 and 1,363 shares
    valued at $9,000 as compensation for Board service in the second
    quarter of 2008.(4)
    
    See 2008 Summary Compensation Table on page 25
    for Mr. Glasers compensation for services provided as
    Chief Executive Officer. Mr. Glaser does not receive
    additional compensation for his service as a member of the Board
    of Directors.(5)
    
    Amount reported in the Fees Earned or Paid in Cash
    column represents the value of shares of RealNetworks Common
    Stock issued to Mr. Jaech in lieu of director fees earned
    in fiscal year 2008. Mr. Jaech elected to receive 100% of
    his fiscal year 2008 director fees in shares of
    RealNetworks Common Stock. Mr. Jaech received
    (a) 2,530 shares valued at $14,500 as compensation for
    Board service in the first quarter of 2008,
    (b) 2,500 shares valued at $16,500 as compensation for
    Board service in the second quarter of 2008,
    (c) 2,657 shares valued at $13,500 as compensation for
    Board service in the third quarter of 2008, and
    (d) 3,541 shares valued at $12,500 as compensation for
    Board service in the fourth quarter of 2008. Mr. Jaech
    served as the chairperson of the Compensation Committee in 2008.(6)
    
    Compensation Committee Chair. Mr. Jotwani has served as a
    director of RealNetworks since July 31, 2008.(7)
    
    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 2008. Mr. Klein elected receive 100% of his
    fiscal year 2008 director fees in shares of RealNetworks
    Common Stock. Mr. Klein received (a) 1,701 shares
    valued at $9,750 as compensation for Board service in the first
    quarter of 2008, (b) 1,628 shares valued at $10,750 as
    compensation for Board service in the second quarter of 2008,
    (c) 1,525 shares valued at $7,750 as compensation for
    Board service in the third quarter of 2008, and
    (d) 2,337 shares valued at $8,250 as compensation for
    Board service in the fourth quarter of 2008.(8)
    
    Nominating and Corporate Governance Committee Chair.  Compensation
    of Directors
     32




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##### Table of Contents



2008
    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)






329,956







329,956



329,956



329,956Equity award vesting acceleration






















Michael Eggers

Severance










145,750











Bonus






21,644







21,644



21,644



21,644Equity award vesting acceleration


18,201



205,178







205,178







205,178John Giamatteo

Severance


435,000
(5)






217,500











Bonus






245,964







245,964



245,964



245,964Equity award vesting acceleration


101,726



838,371







838,371







838,371Robert Kimball

Severance










165,000
(6)










Bonus






36,524







36,524



36,524



36,524Equity award vesting acceleration


8,335



110,676







110,676







110,676Michael Lunsford

Severance










185,000











Bonus






30,925







30,925



30,925



30,925Equity award vesting acceleration


15,687



141,200







141,200







141,200     (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 discretionary bonuses and cash incentive
    compensation earned under the 2008 MBO Plan are paid. 33




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##### Table of Contents



(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
    2008 but not paid on or before December 31, 2008.(4)
    
    Represents 100% of the performance-based cash incentive
    compensation earned by Mr. Glaser in 2008, of which $93,285
    had not yet been paid to Mr. Glaser as of December 31,
    2008.(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.(6)
    
    Amount shown is based on an annual base salary of $330,000. In
    January 2009, the Compensation Committee increased
    Mr. Kimballs annual base salary to $370,000,
    effective October 1, 2008.  Severance
    Payments
      Bonus
    Payments
    Acceleration
    of Vesting of Equity Awards
  Termination by RealNetworks Other than for
    Cause.
 34




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##### Table of Contents



Death of Executive Officer.
  Change in Control.
  Change-in-Control
  Compensation
    Committee Interlocks and Insider Participation
    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Shareholder Matters  Equity
    Compensation Plans
   35




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##### Table of Contents



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


39,161


$
7.39



7,712
(1)(2)Equity compensation plans not approved by security holders


374


$
9.90



Total


39,535


$
7.41



7,712     (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
    (the 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
   36




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##### Table of Contents



c/o RealNetworks,
  Number ofShares of Common


Percentage ofStock Beneficially


Common StockName of Beneficial Owner

Owned(1)


OutstandingRobert Glaser(2)


51,909,662



38.5
%Royce & Associates, LLC(3)


8,581,915



6.4Dimensional Fund Advisors LP(4)


8,693,508



6.5Eric A. Benhamou(5)


277,920



*Edward Bleier(6)


405,000



*Jeremy Jaech(7)


220,205



*Pradeep Jotwani


0



*Jonathan D. Klein(8)


307,204



*Kalpana Raina(9)


317,343



*Michael Eggers(10)


320,954



*John Giamatteo(11)


618,630



*Robert Kimball(12)


686,364



*Michael Lunsford(13)


125,000



*All directors and executive officers as a group
    (14 persons)(14)


55,780,158



40.2
%     *
    
    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 our common stock
    subject to options currently exercisable or exercisable within
    60 days of April 20, 2009 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, we believe, 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 our 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 562,500 shares of common stock issuable upon
    exercise of options exercisable within 60 days of
    April 20, 2009.(3)
    
    Information is based on a Schedule 13G/A filed with the SEC
    on January 30, 2009 by Royce & Associates, LLC
    (Royce). Royce reported that as of December 31,
    2008, it beneficially owned an aggregate of
    8,581,915 shares of common stock and that its address is
    1414 Avenue of the Americas, New York, New York 10019.(4)
    
    Information is based on a Schedule 13G filed with the SEC
    on February 9, 2009 by Dimensional Fund Advisors LP
    (Dimensional). Dimensional reported that as of
    December 31, 2008, it beneficially owned an aggregate of
    8,693,508 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 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 20, 2009. 37




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##### Table of Contents



(6)
    
    Includes 405,000 shares of common stock issuable upon
    exercise of options exercisable within 60 days
    of April 20, 2009.(7)
    
    Includes 215,000 shares of common stock issuable upon
    exercise of options exercisable within 60 days
    of April 20, 2009.(8)
    
    Includes 280,000 shares of common stock issuable upon
    exercise of options exercisable within 60 days
    of April 20, 2009.(9)
    
    Includes 315,000 shares of common stock issuable upon
    exercise of options exercisable within 60 days
    of April 20, 2009.(10)
    
    Includes 314,764 shares of common stock issuable upon
    exercise of options exercisable within 60 days
    of April 20, 2009.(11)
    
    Includes 612,500 shares of common stock issuable upon
    exercise of options exercisable within 60 days
    of April 20, 2009.(12)
    
    Includes 663,951 shares of common stock issuable upon
    exercise of options exercisable within 60 days
    of April 20, 2009.(13)
    
    Includes 125,000 shares of common stock issuable upon
    exercise of options exercisable within 60 days
    of April 20, 2009.(14)
    
    Includes an aggregate of 4,330,590 shares of common stock
    issuable upon exercise of options exercisable within
    60 days of April 20, 2009.  Change-in-Control
    Arrangements
  RealNetworks 2005 Stock Incentive Plan.
  and/or and/or
   38




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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 our 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 our 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 our common stock immediately prior to the
    transaction have immediately following the transaction less than
    a majority of the combined voting power of our outstanding
    capital stock 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 our common stock (or
    securities convertible into our 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.   39




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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
    Accountant Fees and Services  Accounting
    Fees and Services
    2007


2008Audit Fees(1)

$
2,300,682


$
3,200,088Audit-Related Fees


0



0Tax Fees


0



0All Other Fees


0



0Total Fees

$
2,300,682


$
3,200,088     (1)
    
    Fees in connection with the audit of RealNetworks annual
    financial statements for the fiscal years ended
    December 31, 2007 and 2008, reviews of the financial
    statements included in RealNetworks quarterly reports on
    Form 10-Q
    during the 2007 and 2008 fiscal years, Sarbanes-Oxley
    Section 404 attestation services and statutory audits for
    subsidiaries of RealNetworks. 40




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##### Table of Contents



Pre-Approval
    Policies and Procedures
   PART IV.  Item 15.
    Exhibits
    and Financial Statement Schedules  Index to Consolidated Financial Statements
    Financial Statements Schedules
   41




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##### Table of Contents



Index to Exhibits
  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)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

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
.4

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
.5

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
.6

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
.7

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
.8

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
.9

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
.10

RealNetworks, Inc. 2005 Stock Incentive Plan, as amended and
    restated effective June 25, 2007 (incorporated by reference
    from Exhibit 10.1 to RealNetworks Current Report on
    Form 8-K
    filed with the Securities and Exchange Commission on
    June 29, 2007)10
.11

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
.12

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
.13

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
.14

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
.15

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
.16

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
.17

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
.18

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
.19

Offer Letter dated September 18, 2003 between RealNetworks,
    Inc. and Dan Sheeran (incorporated by reference from
    Exhibit 10.18 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, 2005)10
.20

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
.21**

Offer Letter dated January 23, 2009 between RealNetworks,
    Inc. and Bob Kimball10
.22

Agreement dated February 1, 2006 between RealNetworks, Inc.
    and Rob Glaser (incorporated by reference from Exhibit 10.1
    to RealNetworks Current Report on
    Form 8-K
    filed with the Securities and Exchange Commission on
    February 3, 2006)10
.23

Agreement dated November 30, 2005 between RealNetworks,
    Inc. and Bob Kimball (incorporated by reference from
    Exhibit 10.22 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
.24

Form of MBO Plan Document under the Real Networks, Inc. 2008
    Executive Compensation Program (incorporated by reference from
    Exhibit 10.2 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) 43




---



##### Table of Contents



ExhibitNumber

Description10
.25

Form of MBO Plan Document under the RealNetworks, Inc. 2008
    Chief Executive Officer Compensation Program (incorporated by
    reference from Exhibit 10.3 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
.26**

Form of MBO Plan Document under the RealNetworks, Inc. 2009
    Executive Compensation Program10
.27*

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
.28*

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)10
.29*

Limited Liability Company Agreement of Rhapsody America LLC
    dated as of August 20, 2007 among RealNetworks, Inc.,
    RealNetworks Digital Music of California, Inc., Viacom
    International Inc. and DMS Holdco Inc. (incorporated by
    reference from Exhibit 10.2 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)10
.30

Stockholder Agreement by and between Viacom International Inc.
    and RealNetworks, Inc. dated as of August 20, 2007
    (incorporated by reference from Exhibit 10.3 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)10
.31

Offer Letter dated January 17, 2008 between RealNetworks,
    Inc. and Michael Lunsford10
.32

Offer Letter dated June 24, 2008 between RealNetworks, Inc.
    and Michael Lunsford14
.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 Glaser, Chairman and Chief Executive
    Officer 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 Glaser, Chairman and Chief Executive
    Officer 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, 2008. 44




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##### Table of Contents



SIGNATURES      By:
    /s/  ROBERT
    GLASER       Signature

Title/s/  ROBERT
    GLASERRobert
    Glaser

Chairman of the Board and Chief Executive Officer
    (Principal Executive Officer)/s/  MICHAEL
    EGGERSMichael
    Eggers

Senior Vice President, Chief Financial Officer and Treasurer
    (Principal Financial and Accounting Officer)/s/  ERIC
    A. BENHAMOUEric
    A. Benhamou

Director*Edward
    Bleier

Director/s/  JEREMY
    JAECHJeremy
    Jaech

Director/s/  PRADEEP
    JOTWANIPradeep
    Jotwani

Director/s/  JONATHAN
    D. KLEINJonathan
    D. Klein

Director/s/  KALPANA
    RAINAKalpana
    Raina

Director     *
    
    Signed by Michael Eggers, attorney-in-fact. 45




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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)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

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
.4

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
.5

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
.6

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
.7

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
.8

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) 46




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##### Table of Contents



ExhibitNumber

Description10
.9

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
.10

RealNetworks, Inc. 2005 Stock Incentive Plan, as amended and
    restated effective June 25, 2007 (incorporated by reference
    from Exhibit 10.1 to RealNetworks Current Report on
    Form 8-K
    filed with the Securities and Exchange Commission on
    June 29, 2007)10
.11

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
.12

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
.13

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
.14

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
.15

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
.16

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
.17

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
.18

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
.19

Offer Letter dated September 18, 2003 between RealNetworks,
    Inc. and Dan Sheeran (incorporated by reference from
    Exhibit 10.18 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, 2005)10
.20

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
.21**

Offer Letter dated January 23, 2009 between RealNetworks,
    Inc. and Bob Kimball10
.22

Agreement dated February 1, 2006 between RealNetworks, Inc.
    and Rob Glaser (incorporated by reference from Exhibit 10.1
    to RealNetworks Current Report on
    Form 8-K
    filed with the Securities and Exchange Commission on
    February 3, 2006)10
.23

Agreement dated November 30, 2005 between RealNetworks,
    Inc. and Bob Kimball (incorporated by reference from
    Exhibit 10.22 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
.24

Form of MBO Plan Document under the Real Networks, Inc. 2008
    Executive Compensation Program (incorporated by reference from
    Exhibit 10.2 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) 47




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##### Table of Contents



ExhibitNumber

Description10
.25

Form of MBO Plan Document under the RealNetworks, Inc. 2008
    Chief Executive Officer Compensation Program (incorporated by
    reference from Exhibit 10.3 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
.26**

Form of MBO Plan Document under the RealNetworks, Inc. 2009
    Executive Compensation Program10
.27*

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
.28*

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)10
.29*

Limited Liability Company Agreement of Rhapsody America LLC
    dated as of August 20, 2007 among RealNetworks, Inc.,
    RealNetworks Digital Music of California, Inc., Viacom
    International Inc. and DMS Holdco Inc. (incorporated by
    reference from Exhibit 10.2 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)10
.30

Stockholder Agreement by and between Viacom International Inc.
    and RealNetworks, Inc. dated as of August 20, 2007
    (incorporated by reference from Exhibit 10.3 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)10
.31

Offer Letter dated January 17, 2008 between RealNetworks,
    Inc. and Michael Lunsford10
.32

Offer Letter dated June 24, 2008 between RealNetworks, Inc.
    and Michael Lunsford14
.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 Glaser, Chairman and Chief Executive
    Officer 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 Glaser, Chairman and Chief Executive
    Officer 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, 2008. 48