Exhibit 10.2
 
 RealNetworks Inc, Executive MBO Incentive Program
 Objective of the Plan
 
 Effective Date
 
 Target Goals
    DivisionalCorporate
    
    
    
    
    
    
    Operating
    
    
    Bus UnitExec Level
    
    Milestones
    
    
    Financial
    
    
    Revenue
    
    
    EBITDA
    
    
    Revenue
    
    
    DiscretionaryPresident & EVPs
    
    
    25.00
    %
    
    
    75.00
    %G&A, Shared Services
    
    
    25.00
    %
    
    
    75.00
    %Divisional and Bus Unit VP level +
    
    
    12.50
    %
    
    
    37.50
    %
    
    
    25.00
    %
    
    
    25.00
    %Bus Unit Sr Management
    
    
    6.25
    %
    
    
    18.75
    %
    
    
    
    
    
    
    37.50
    %
    
    
    37.50
    %Divisional Sr Management
    
    
    6.25
    %
    
    
    18.75
    %
    
    
    37.50
    %
    
    
    37.50
    %Finance  Chief Accounting Officer
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100.00
    %
 MBO Payout Mechanics
 Financial Metrics:
 
    
    In order to maintain financial stability, revenue and operating expense attainment below
90% will not be rewarded.
 Revenue & OperatingExpense Attainment
    
    Incentive Payout< 90%
    
    No Payout90% +
    
    Linear Payout
 
    
    EBITDA payout for attainment in the first half of the plan year will be binary with no
reward below target and a cap of 100% payout at or above target. Second half payout for
EBITDA attainment will be a linear payout capped at 200% for Executive Vice Presidents and
above and 160% for all other plan participants.
 Operating EBITDAPlan Period
    
    Attainment
    
    Incentive Payout1 Half
    
    < 100%
    
    No Payout100% +
    
    Capped at 100%2 Half
    
    0  100%+
    
    Linear PayoutCapped at 200% for EVP +Capped at 160% all others




---



##### 



Transformational Milestones:
 
    
    The Compensation Committee of the Board of Directors will
review and approve both the setting of the milestones at
the beginning of the measurement period and the
attainment of results at the end of the period.
Milestones may include discretionary assessment of
quality of completion towards goal and common sense
adjustment.
 Individual Performance Modifier:
 
    
    To be used to reward exceptional individual contributions
as well as adjust for below average contributions by
multiplying the modifier to final payout calculation for
plan participants. The Chief Executive Officer and
senior staff will determine the individual contribution
levels and recommend the performance modifier to the
Compensation Committee of the Board for their approval.
Executive officers of the company will be excluded.
 Individual Performance
    
    ModifierOutstanding Contribution
    
    125%Full Contribution
    
    100%Less than Full Contribution
    
    75%
 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 current plan year will be paid by March
15 of the next 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 also may be eligible to receive any payout that otherwise was 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 CFO, except that the CEO and CFO 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.)
 RN Confidential
    
    2 of 2