**Exhibit 10.11****RealNetworks, Inc. 2005 Stock Incentive Plan****Non-Qualified Stock Option Terms and Conditions**     Non-Qualified Stock Option Terms and Conditions (the “Agreement”) made and entered into as ofthe effective date (the “Grant Date”) set forth in the Notice of Grant of Stock Options and OptionAgreement attached hereto (the “Notice of Grant”), by and between RealNetworks, Inc., a Washingtoncorporation (the “Company”), and you (the “Optionee”) pursuant to the RealNetworks, Inc. 2005 StockIncentive Plan (the “Plan”). Capitalized terms not defined in this Agreement have the meaningsascribed to them in the Plan.     1. **Grant of Stock Option**. The Company hereby grants to the Optionee pursuant to thePlan an option (the “Option”) to purchase, subject to the terms of this Agreement and the Plan thenumber of Shares set forth in the Notice of Grant at the purchase price per Share set forth in theNotice of Grant (the “Option Exercise Price”).     2. **Non-Qualified Stock Option**. The Option is a non-qualified stock option and is notintended to qualify as an incentive stock option under Section 422 of the Code.     3. **Expiration Date**. The Option expires on the seventh anniversary of the Grant Date(the “Expiration Date”) and must be exercised on or before the earlier of the Expiration Date orthe date on which this Option is terminated in accordance with the provisions of Sections 5 and 6.     4. **Vesting**. Except as otherwise provided herein, the vesting schedule applicable tothe Option shall be as set forth in the Notice of Grant, and the Option may only be exercised tothe extent that it is vested. The Option shall cease to vest upon the Optionee’s termination ofemployment, and may be exercised after the date of the Optionee’s termination of employment only asset forth Sections 5 and 6. Notwithstanding the foregoing, the Committee may, in its discretion,accelerate the date that any installment of the Option vests.     5. **Termination of Employment**.          (a) Termination Other Than for Cause. If the Company terminates the employment of theOptionee for any reason other than for Cause (as defined in paragraph (c) of this Section) and theOption is not fully vested, the next installment of the Option scheduled to vest (if any) shallvest on a pro rata basis for the portion of the year elapsed since the date on which the vesting ofthe option commences or the last anniversary thereof, expressed in full months (the “Pro RataPortion”), provided that the Optionee executes and delivers a Settlement Agreement andRelease (“Release”) satisfactory to the Company before the Effective Date (as defined in theRelease).               If the employment of the Optionee terminates, other than by reason of death or disability (asdefined in Section 6) or termination by the Company for Cause (as defined in paragraph (c) of thisSection), the Option shall expire and may no longer be exercised after three months from thetermination of the Optionee’s employment, but in no event later than the Expiration Date. Forpurposes hereof, employment shall not be considered as having terminated during any leave ofabsence if the leave of absence has been approved in writing by the Company; in the event of anyunpaid leave of absence, vesting of the Option shall be suspended (and the unpaid portion of theleave of absence shall be added to all vesting installment dates) unless otherwise determined bythe Committee.          (b) Termination for Cause. If the employment of the Optionee is terminated by theCompany for Cause (as defined below), the Option shall expire and may no longer be exercised to anyextent whatsoever.          (c) Cause. For purposes of this Agreement, “Cause” means conduct involving one ormore of the following: (i) the conviction of the Optionee, or plea of nolocontendere by the Optionee to, a felony or misdemeanor involving moral turpitude; (ii) theindictment of the Optionee for a felony or misdemeanor involving moral turpitude under the federalsecurities laws; (iii) the substantial and continuing failure of the Optionee after written noticethereof to render services to the Company in accordance with the terms or requirements of theOptionee’s employment for reasons other than illness or incapacity; (iv) the willful misconduct orgross negligence by the Optionee; (v) fraud, embezzlement, theft, misrepresentation or dishonestyby the Optionee involving the Company or any Subsidiary, or willful violation by the Optionee of apolicy or procedure of the Company, resulting in any case in significant harm to the Company; or(vi) the Optionee’s violation of any confidentiality or non-competition agreements with the Companyor its Subsidiaries.
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     6. **Death; Disability**.          (a) Death. If the Optionee’s employment terminates due to the Optionee’s death, theOption will fully vest on the date of termination of employment and may be exercised by theOptionee’s estate, legal representative or beneficiary to whom the Option has been transferredpursuant to Section 10, at any time within one (1) year after the date of death.          (b) Disability. If the Optionee’s employment is terminated by reason of his or herdisability, the Option may be exercised, to the extent vested on the date employment terminates, atany time within one (1) year after such termination of employment, but not later than theExpiration Date. For purposes hereof, “disability” means “permanent and total disability” asdefined in Section 22(e)(3) of the Code.     7. **Exercise of Option**. The Option may be exercised by written notice to the Companyor to such agent as the Company shall designate. The notice shall state the election to exercisethe Option, the number of Shares for which it is being exercised and shall be signed by the personor persons so exercising the Option. The Option may not be exercised unless such exercise is incompliance, to the reasonable satisfaction of the Company with all applicable federal and statesecurities laws as in effect on the date of exercise. The Option may not be exercised as to fewerthan 100 Shares unless it is exercised as to all Shares as to which the Option is then exercisable.     The exercise notice must be accompanied by payment of the full exercise price of the Sharesfor which the Option is being exercised, or evidence of satisfaction of one of the alternativepayment methods set forth on Section 8, and the Company shall deliver a certificate or certificatesrepresenting such Shares, or cause such Shares to be delivered electronically, as soon aspracticable after the notice shall be received. The Company may postpone such delivery until itreceives satisfactory proof that the issuance of such Shares will not violate any of the provisionsof the Securities act of 1933, as amended, or the Exchange Act, any rules or regulations of theSecurities and Exchange Commission (the “SEC”) promulgated thereunder, or the requirements ofapplicable state law relating to authorization, issuance or sale of securities, or until there hasbeen compliance with the provisions of such acts or rules. The Optionee understands that theCompany is under no obligation to register or qualify the Shares with the SEC, any state securitiescommission or any stock exchange to effect such compliance. The certificate or certificates shallbe registered in the name of the person or persons so exercising the Option (or, if the Option isexercised by the Optionee and the Optionee shall so request in the notice exercising the Option,shall be registered in the name of the Optionee and another person jointly, with right ofsurvivorship). In the event the Option shall be exercised, pursuant to Section 6 hereof, by anyperson or persons other than the Optionee, such notice shall be accompanied by appropriate proof ofthe right of such person or persons to exercise the Option.     8. **Payment of Exercise Price**.          (a) Payment Options. The exercise price of the Option shall be paid by one or anycombination of the following forms of payment:               (i) in cash, or by check payable to the order of the Company; or               (ii) delivery of an irrevocable and unconditional undertaking, satisfactory in form andsubstance to the Company, by a creditworthy broker to deliver promptly to the Company sufficientfunds to pay the exercise price, or delivery by the Optionee to the Company of a copy ofirrevocable and unconditional instructions, satisfactory in form and substance to the Company, to acreditworthy broker to deliver promptly to the Company cash or a check sufficient to pay theexercise price; or               (iii) by delivery of Shares having a Fair Market Value equal as of the date of exercise to theexercise price, subject to paragraph (b) and in accordance with procedures established by theCommittee, provided the Shares are then traded on a national securities exchange or on the NASDAQStock Market (or successor trading system).               (b) Limitations on Payment by Delivery of Shares. The Optionee may not pay any partof the exercise price hereof by transferring Shares to the Company unless such Shares have beenowned by the Optionee free of any substantial risk of forfeiture for at least six months unlessotherwise determined by the Committee, are free and clear of all liens, claims, encumbrances orsecurity interests.     9. **Option Not Transferable**. The Option is not transferable or assignable except bywill or by the laws of descent and distribution. During the Optionee’s lifetime only the Optioneecan exercise the Option.
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     10. **No Obligation to Continue Employment**. Neither the Plan, this Agreement, nor thegrant of the Option imposes any obligation on the Company or its Subsidiaries to continue theOptionee’s employment, or limit in any way the rights of the Company or a Subsidiary to terminatethe Optionee’s employment at any time.     11. **No Rights as Shareholder**. The Optionee shall have no rights as a stockholder withrespect to any Shares subject to the Option until such time as the Optionee has satisfied all ofthe requirements of this Agreement for the delivery of Shares pursuant to the exercise of theOption. Except as is expressly provided in the Plan with respect to certain changes in thecapitalization of the Company, no adjustment shall be made for dividends or similar rights forwhich the record date is prior to such date of exercise.     12. **Adjustment for Capital Changes**. The Plan contains provisions covering thetreatment of options in the event of mergers, stock splits, spin-offs and certain other corporatetransactions. Provisions in the Plan for such adjustment are hereby made applicable hereunder andare incorporated herein by reference.     13. **Change in Control****.**Provisions regarding a Change in Control are set forth onAppendix A.     14. **Withholding**. Prior to the issuance of Shares pursuant to the exercise of theOption the Optionee must pay to the Company, or make satisfactory provision to the Company forpayment of, any federal, state or local withholding taxes required by law to be withheld in respectof the Option. The Optionee agrees that the Company may withhold such taxes from the Optionee’swages or other remuneration. In the discretion of the Company, the taxes may be withheld in kindfrom the Shares deliverable to the Optionee on exercise of the Option.     15. **Policy on the Avoidance of Insider Trading**. The Optionee acknowledges that he/shehas received and read the RealNetworks Policy on the Avoidance of Insider Trading, and, ifapplicable, the Addendum to the Policy on the Avoidance of Insider Trading, and the Optionee agreesto comply with the Policy’s terms, together with the Addendum, if applicable.     16. **Miscellaneous**.          (a) Notices. All notices hereunder shall be in writing and shall be deemed given whensent by certified or registered mail, postage prepaid, return receipt requested, if to theOptionee, to the address indicated on the signature page below or at the most recent address shownon the records of the Company, and if to the Company, to the Company’s principal office, attentionof the Corporate Secretary.          (b) Entire Agreement; Modification. This Agreement and the Plan constitute the entireagreement between the parties relative to the subject matter hereof, and supersedes allunderstandings between the parties relating to the subject matter of this Agreement. ThisAgreement may be modified, amended or rescinded only by a written agreement executed by bothparties.          (c) Cost of Litigation. In any action at law or in equity to enforce any of theprovisions or rights under this Agreement, the unsuccessful party to such litigation, as determinedby the court in a final judgment or decree, shall pay the successful party or parties all costs,expenses and reasonable attorneys’ fees incurred by the successful party or parties (includingwithout limitation costs, expenses and fees in any appellate proceedings), and if the successfulparty recovers judgment in any such action or proceeding, such costs, expenses and attorney’s feesshall be included as part of the judgment.          (d) Severability. The invalidity, illegality or unenforceability of any provision ofthis Agreement shall in no way affect the validity, legality or enforceability of any otherprovision.          (e) Successors and Assigns. This Agreement shall be binding upon and inure to thebenefit of the parties hereto and their respective successors and assigns, including the Optionee’sheirs, executors, administrators and legal representatives.          (f) Governing Law. This Agreement shall be governed by and interpreted in accordancewith the laws of the State of Washington, without giving effect to the principles of the conflictsof laws thereof.
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**APPENDIX A****Change in Control**     Notwithstanding anything contained herein to the contrary, if (i) the Option is continued,assumed, converted or substituted for immediately following the Change in Control and (ii) withintwenty-four (24) months after a Change in Control the Optionee’s employment is terminated by theCompany or its successor without Cause or by the Optionee for Good Reason, all of the Sharessubject to the Option shall be vested immediately and the Option may be exercised at any timewithin twenty-four (24) months following such termination, but not later than the Expiration Date.Furthermore and notwithstanding anything contained herein to the contrary, if the Option is notcontinued, assumed, converted or substituted for immediately following the Change in Control, allof the Shares subject to the Option shall vest immediately upon the Change in Control and theOption may be exercised at any time within twelve (12) months thereafter. The Option shall beconsidered to be continued, assumed, converted or substituted for: (A) if there is no change in the number of outstanding Shares and the Change in Controldoes not result from the consummation of a merger, consolidation, statutory share exchange,reorganization or similar form of corporate transaction, there are no changes to the termsand conditions of this option that materially and adversely affect this option, includingthe number of Shares subject to the Option and the exercise price of the option; or  (B) if there is a change in the number of outstanding Shares and/or the Change in Controldoes result from the consummation of a merger, consolidation, statutory share exchange,reorganization or similar form of corporate transaction: (1) the Shares subject to theOption and the exercise price of the option are adjusted in a manner which is notmaterially less favorable than as provided under Section 424(a) of the Code and regulationsthereunder, (2) if applicable, the Shares subject to the Option are converted into thecommon stock of the Parent Corporation or, if there is no Parent Corporation, the SurvivingCorporation (as such terms are defined below), and (3) there are no other changes to theterms and conditions of this option that materially and adversely affect the Option.     For purposes of this Agreement:          “Change in Control” means the occurrence of any one of the following events:          (i) during any period of twenty-four (24) consecutive months, individuals who, at thebeginning of the period constitute the Board (the “Incumbent Directors”) cease for any reason toconstitute at least a majority of the Board, provided that any person becoming a directorsubsequent to the initial public offering whose election or nomination for election was approved bya vote of at least a majority of the Incumbent Directors then on the Board (either by a specificvote or by approval of the proxy statement of the Company in which such person is named as anominee for director, without written objection to such nomination) shall be an Incumbent Director;provided, however, that no individual initially elected or nominated as a directorof the Company as a result of an actual or threatened election contest with respect to directors oras a result of any other actual or threatened solicitation of proxies by or on behalf of any personother than the Board shall be deemed to be an Incumbent Director;          (ii) any “person” (as such term is defined in the Exchange Act and as used in Sections13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes a “beneficial owner” (as defined in Rule13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing35% or more of the combined voting power of the Company’s then outstanding securities eligible tovote for the election of the Board (the “Company Voting Securities”); provided,however, that the event described in this paragraph (ii) shall not be deemed to be a Changein Control by virtue of any of the following acquisitions: (A) by the Company or any subsidiary,(B) by any employee benefit plan (or related trust) sponsored or maintained by the Company or anysubsidiary, (C) by any underwriter temporarily holding securities pursuant to an offering of suchsecurities, (D) pursuant to a Non-Qualifying Transaction, as defined in paragraph (iii), or (E) byany person of Voting Securities from the Company, if a majority of the Incumbent Board approves inadvance the acquisition of beneficial ownership of 35% or more of Company Voting Securities by suchperson;          (iii) the consummation of a merger, consolidation, statutory share exchange, reorganization orsimilar form of corporate transaction involving the Company or any of its subsidiaries thatrequires the approval of the Company’s stockholders, whether for such transaction or the issuanceof securities in the transaction (a “Business Combination”), unless immediately following suchBusiness Combination: (A) more than 50% of the total voting power of (x) the corporation resultingfrom such Business Combination (the “Surviving Corporation”), or (y) if applicable, the ultimateparent corporation that directly or indirectly has beneficial ownership of 100% of the votingsecurities eligible to elect directors of the Surviving Corporation (the “Parent Corporation”), isrepresented by Company Voting Securities that were outstanding immediately prior to such BusinessCombination (or, if applicable, is represented by shares into which such Company Voting Securitieswere converted pursuant to such Business Combination), and such voting power among the holdersthereof is in substantially the same proportion as the voting power of such Company VotingSecurities among the holders thereof immediately prior to the Business Combination, (B) no person(other than any
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employee benefit plan (or related trust) sponsored or maintained by the Surviving Corporation or the Parent Corporation), is or becomesthe beneficial owner, directly or indirectly, of 35% or more of the total voting power of theoutstanding voting securities eligible to elect directors of the Parent Corporation (or, if thereis no Parent Corporation, the Surviving Corporation) and (C) at least half of the members of theboard of directors of the Parent Corporation (or, if there is no Parent Corporation, the SurvivingCorporation) following the consummation of the Business Combination were Incumbent Directors at thetime of the Board’s approval of the execution of the initial agreement providing for such BusinessCombination (any Business Combination which satisfies all of the criteria specified in (A), (B) and(C) above shall be deemed to be a “Non**-**Qualifying Transaction”); or          (iv) the shareholders of the Company approve a plan of complete liquidation or dissolution ofthe Company or the consummation of a sale of all or substantially all of the Company’s assets.          Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely becauseany person acquires beneficial ownership of more than 35% of the Company Voting Securities as aresult of the acquisition of Company Voting Securities by the Company which reduces the number ofCompany Voting Securities outstanding; provided, that if after such acquisition bythe Company such person becomes the beneficial owner of additional Company Voting Securities thatincreases the percentage of outstanding Company Voting Securities beneficially owned by suchperson, a Change in Control of the Company shall then occur.          “Good Reason” means:          (i) a reduction by the Company or its successor of more than 10% in the Optionee’s rate ofannual base salary as in effect immediately prior to such Change in Control;          (ii) a reduction by the Company or its successor of more than 10% of the Optionee’s individualannual target or bonus opportunity; or          (iii) any requirement of the Company that Optionee be based anywhere more than fifty (50)miles from Optionee’s primary office location at the time of the Change in Control and more thanfifty (50) miles from Optionee’s principal residence at the time of the Change in Control.
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