exv10w3











Exhibit 10.3




RealNetworks, Inc. CEO Compensation Program –MBO Plan Document (Chief Executive Officer)




Objective of the Plan



The objective of the RealNetworks’ FY 2008 Chief Executive Officer MBO Incentive Plan is to reward
the Chief Executive Officer for his contribution to the Company’s success. 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, 2008 – December 31, 2008.



Target Goals




Target goals for the plan will be based upon revenue and EBITDA plan goals for the fiscal year.



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



	 	 	 	 	 
	 	 	Corporate
	Exec Level	 	Revenue	 	EBITDA
	Chief Executive Officer
	 	50.0%
	 	50.0%






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.





Revenue Target Example




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
	Attainment	 	Incentive Payout	 	Actual Attainment	 	Actual Payout
	< 90%
	 	No Payout	 	 	75%	 	 	No Payout
	90% - 100%
	 	 	40% - 100	%	 	 	98%	 	 	 	88%	 
	>100% - 110%
	 	Up to 400%	 	 	110%	 	 	 	400%	 







EBITDA:





	 	•	 	EBITDA attainment will be paid out linearly to a maximum of 400% with a threshold for
payout set at 50% attainment.





EBITDA Target Example




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
	Attainment	 	Incentive Payout	 	Actual Attainment	 	Actual Payout
	< 50%
	 	No Payout	 	 	49.5%	 	 	No Payout
	50% - 100%
	 	 	25% - 100	%	 	 	98%	 	 	 	97%	 
	>100% - 150%
	 	Up to 400%	 	 	150%	 	 	 	400%	 








Terms and Conditions





	 	•	 	MBO calculations will be completed and payments will be made on or before March 15,
2009, except in the event that any portion of the cash bonus award exceeds 100% of the
target payout. Any portion of the cash bonus award that exceeds 100% of the target payout
will be paid in three equal installments as follows: (a) the first installment will be
paid concurrently with the payment of the 100% target payout on or before March 15, 2009;
(b) the second installment will be paid on December 31, 2009; and (c) the third installment
will be paid on December 31, 2010.
	 
	 	•	 	You must be employed by RealNetworks on the date payments are made in order to be
eligible to receive payment under the plan, except in the case of death, permanent
disability or termination of employment by RealNetworks other than for cause. In the event
the Company terminates you other than for cause, you will be eligible to receive any earned
but unpaid amounts under the plan.




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	 	•	 	Notwithstanding any other provision of the plan, the Compensation Committee, in its sole
discretion, may increase, reduce or eliminate the 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 size of any payouts.
	 
	 	•	 	The Compensation Committee reserves the right to adjust targets/measurements based on
acquisition or disposition of businesses/assets.






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