Current assets

Exhibit 10.2

RealNetworks, Inc. Executive Compensation Program –MBO Plan Document

Objective of the Plan

The objective of the RealNetworks’ FY 2008 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, 2008 – December 31, 2008.

Target Goals

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

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.

		Corporate								Divisional								BU				Sales
Exec Level		Revenue				EBITDA				Revenue				EBITDA				Revenue				Revenue				Discretionary
Corp 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	%
Divisional 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.

						Example
Attainment		Incentive Payout				Actual Attainment				Actual Payout
< 90%		No Payout					75%			No Payout
90% - 100%			40% - 100	%			98%				88%
>100% - 110%		Up to 160%					110%				160%

EBITDA:

•

EBITDA attainment will be paid out linearly to a maximum of 160% for profitable units. There is no threshold for payout except in rare instances where the EBITDA target is a negative number. In order for the payout to exceed 100% corresponding revenue attainment must be greater than 100%.

	o		EBITDA targets set at a negative number require setting a reverse attainment percentage to ensure that performance against goal is appropriately measured.
	o		Performance that results in progress towards shrinking the loss will be rewarded. A maximum loss will also be established during the target phase beyond which there will be no payout.

Positive EBITDA Target Example

Example

Attainment

Incentive Payout

Actual Attainment

Actual Payout

0 - 100%

0-100%

89.50%

89.50%

>100% -160%

Up to 160%*

130%

130%*

Negative EBITDA Target Example

				Example
Attainment		Incentive Payout		Actual Attainment				Actual Payout
<50%		No Payout			49.5%			No Payout
50% - 100%		0-100%			98%				98%

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, 2009, 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.