remaining 37,500 RSUs will vest forty-eight months after the Grant Date. The stockoptions and RSUs will be granted pursuant to the RealNetworks, Inc. 2005 Stock IncentivePlan, as amended and restated (the “2005 Plan”), and will be subject to all of the termsand conditions of the 2005 Plan and the agreement evidencing each equity award.Additionally, in the event that Real decides to terminate your employment without causeduring the first two years of vesting for these RSU and stock option awards, there willbe accelerated vesting applicable to the RSUs and stock options as further describedherein. If your employment is terminated without cause during the first twelve monthsfollowing your promotion to COO (“Year 1”), 4,861 RSUs will become vested for eachcompleted month of employment during Year 1 in lieu of the 33,333 RSUs that would veston the first anniversary of your promotion. If your employment is terminated withoutcause during the second twelve month period following your promotion to COO (“Year 2”),25,000 RSUs will become vested, plus an additional 5,556 RSUs for each completed monthof employment during Year 2, in lieu of the 50,000 RSUs that would vest on the secondanniversary of your promotion. In addition, if your employment is terminated withoutcause during Year 1, 6,250 options will become vested for each completed month ofemployment during Year 1, and if such termination occurs during Year 2, 4,167 optionswill become vested for each completed month of employment during Year 2 in addition to75,000 options that would have become vested on the first anniversary of your promotionto COO had such termination of employment occurred on such date. This acceleratedvesting will become effective on the date of termination of your employment withoutcause.As you are aware, Real currently expects to execute an initial public offering, spin-offor other corporate transaction relating to its games business. You understand andagree that any adjustments — if any adjustments are approved by the RealNetworks Boardof Directors — to the stock options described above to reflect any games businesstransaction will affect only the exercise price of the options. Consequently, thenumber of Real shares covered by the options will not be increased and the options willnot allow you to purchase any shares in the games business. Additionally, you willreceive RSU conversion treatment based on the regular approved formula at the time ofthe games business transaction. However, the maximum conversion formula that will beapplied to this RSU grant is fifty percent of the original RSU grant. The foregoingclause is applicable only to the stock option and RSU awards described herein and willnot apply to any stock option or RSU awards previously granted to you. The CompensationCommittee of Real’s Board of Directors has full discretion to determine any adjustmentsthat may or will made to your equity awards in order to reflect any games businesstransaction or any other event. Any adjustments to your equity awards to reflect anygames business transaction may differ from those made to equity awards granted by Realto other individuals.In the event that Real terminates your employment without cause, Real will provide youwith twelve months notice or pay you your then-current base salary in lieu of noticethrough any remaining portion of the notice period.If you are a “specified employee” within the meaning of Section 409A of the InternalRevenue Code (“Section 409A”) at the time you terminate employment (other than due toyour death), then any severance benefits payable to you under this offer, if any, andany other severance payments or separation benefits that may be considered deferredcompensation under Section 409A (together, the “Deferred Compensation SeparationBenefits”) otherwise due to you on or within the six (6) month period following your

 
termination will accrue during such six (6) month period and instead will be payable ina lump sum payment (less applicable withholding taxes) on the date six (6) months andone (1) day following the date of your termination of employment. All subsequentpayments, if any, will be payable in accordance with the payment schedule applicable toeach payment or benefit. However, if you die following your termination but prior tothe six-month anniversary of your date of termination, then any payments delayed inaccordance with this paragraph will be payable in a lump sum (less applicablewithholding taxes) to your estate as soon as administratively practicable after the dateof your death and all other Deferred Compensation Separation Benefits will be payable inaccordance with the payment schedule applicable to each payment or benefit. It is theintent of this offer to comply with the requirements of Section 409A so that none of theseverance payments and benefits to be provided hereunder will be subject to theadditional tax imposed under Section 409A, and any ambiguities herein will beinterpreted to so comply. Real and you agree to work together in good faith to consideramendments to this offer and related documents to take such reasonable actions which arenecessary, appropriate or desirable to avoid imposition of any additional tax or incomerecognition under Section 409A prior to actual payment to you.John, please accept our congratulations on your new promotion. We look forward to yourcontinued contributions and future success in your new role.Sincerely,/s/ Robert GlaserRobert GlaserChief Executive OfficerRealNetworks, Inc.I have read and agree to the terms outlined in this promotional letter.John Giamatteo: /s/ John J. GiamatteoDate: 7/21/2008

 
**Exhibit A****RSU and Stock Option Vesting****:**           **Months** **RSU Vesting** **Stock Option Vesting**  12  33,333       24  50,000       30  25,000   75,000   36  25,000   75,000   42  37,500   112,500   48  37,500   112,500                         **Total**  **208,333**   **375,000**