exv10w26






Exhibit 10.26









RealNetworks
Inc, Executive Compensation Program — 2009 MBO Plan Document




Objective of the Plan




The objective of the RealNetworks’ FY 2009 Executive MBO Incentive Plan is to reward business
leaders for their contribution to the Company’s success and ensure market competitiveness as we
work to attract and retain executive-level talent. RealNetworks has adopted this plan to reward
high performance consistent with our core business objectives.



Effective Date




The effective date of this Plan is January 1, 2009 — December 31, 2009.



Target Goals




Target goals for your plan will be based upon revenue and EBITDA targets at the corporate level.



Semi-annual assessment of goal attainment will be completed after the close of the six month
period. Corresponding payout based on goal attainment will typically occur 30 to 45 days after the
close of the six month period.



Your target MBO amount will be allocated as follows across these goals:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Corporate	 	Divisional	 	BU	 	Sales	 	 
	Executive Level	 	Revenue	 	EBITDA	 	Revenue	 	EBITDA	 	Revenue	 	Revenue	 	Discretionary
	Corporate Leader
	 	 	50.0	%	 	 	50.0	%	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Sr Divisional Leader
	 	 	25.0	%	 	 	25.0	%	 	 	25.0	%	 	 	25.0	%	 	 	 	 	 	 	 	 	 	 	 	 
	BU Leader
	 	 	12.5	%	 	 	12.5	%	 	 	 	 	 	 	37.5	%	 	 	37.5	%	 	 	 	 	 	 	 	 
	Sales Leader
	 	 	10.0	%	 	 	10.0	%	 	 	 	 	 	 	 	 	 	 	 	 	 	 	80.0	%	 	 	 	 
	Finance Leader
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	100.0	%






MBO Payout Mechanics




Revenue:





	 	•	 	Revenue — in order to maintain consistent revenue growth year over year, performance
under 90% of the revenue target goal will not be rewarded





	 	 	 	 	 
	Attainment	 	Incentive Payout
	< 90%
	 	No Payout
	90% — 100%
	 	 	70% — 100	%
	>100% — 110%
	 	 	100% — 130	%
	>110% — 120%
	 	 	130% — 200	%






Example




	 	 	 	 	 
	Actual Attainment	 	Actual Payout
	75%
	 	No Payout
	98%
	 	 	94	%
	110%
	 	 	130	%
	115%
	 	 	165	%






EBITDA:





	 	•	 	EBITDA attainment will be paid out linearly to a maximum of 160% for profitable units.
However, in order for the payout to exceed 100%, corresponding revenue attainment must be
at or above 90%. There is no threshold for payout except in rare instances where the
EBITDA target is a negative number.





	 	 	 
	Attainment	 	Incentive Payout
	0 — 100%

	 	0
— 100%

	100% — 160%

	 	100% — 160%*
	160% — 200%

	 	160% — 200%*






Example




	 	 	 	 	 
	Actual Attainment	 	Actual Payout
	49.50%
	 	 	49.50	%
	130%
	 	 	130	%
	185%
	 	 	185	%










*EBITDA payout is capped at 100% unless revenue attainment is at or above 90% of target.



Terms and Conditions





	 	•	 	MBO calculations are completed and payments are made every six months with payout timing
approximately 30 — 45 days after the close of the six month period. In all circumstances,
any payouts that are earned in the plan year will be paid by March 15 of the following
year, at the latest.
	 
	 	•	 	You must be in an eligible position on the first and last day of the quarter to
participate in the MBO program for that quarter.
	 
	 	•	 	Salary, eligible position changes and/or transfers from one eligible group to another
within a quarter will be based on salary and change at the beginning of the quarter.
Changes after the first day of the quarter will be reflected in the next quarter.
	 
	 	•	 	In order to receive a payout from the plan you must be on the company’s payroll as of
the last day of each six month period and on the company’s payroll as of the date the award
is paid, subject to the following. If your employment terminates due to your total and
permanent disability or death, you or your estate, still may be eligible to receive any
payout that otherwise was earned. If the Company terminates your employment other than for
cause, you may also be eligible to receive any payout that was otherwise earned.
	 
	 	•	 	Notwithstanding any other provision of the plan the Compensation Committee, in its sole
discretion, may increase, reduce or eliminate a participant’s award at any time before it
is paid, whether or not calculated on the basis of pre-established performance goals or
formulas.
	 
	 	•	 	The Compensation Committee has all power and discretion to interpret and administer the
Plan, including (but not limited to) the power to determine who is eligible for the Plan
and the size of any payouts.
	 
	 	•	 	The compensation Committee may delegate all or any part of its powers under the Plan to
the company’s CEO and SVP HR, except that the CEO and SVP HR may not administer the Plan
with respect to participants who are executive officers of the company. (For this purpose,
an individual will be considered an executive officer of the company if his or her role at
the company falls within the definition of “officer” under Rule 16a-1(f) promulgated under
the Securities Exchange Act of 1934, as amended.)
	 
	 	•	 	The Compensation Committee reserves the right to adjust targets/measurements based on
acquisition or disposition of businesses/assets.