Current Report







Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):   February 1, 2006

RealNetworks, Inc.
(Exact name of registrant as specified in its charter)

Washington 0-23137 91-1628146
(State or other jurisdiction
(I.R.S. Employer
of incorporation) File Number) Identification No.)
2601 Elliott Avenue, Suite 1000, Seattle, Washington   98121
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code:   (207) 674-2700

Not Applicable
Former name or former address, if changed since last report


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 1.01 Entry into a Material Definitive Agreement.

On February 1, 2006, the Board of Directors of RealNetworks, Inc. (the "Company") approved a cash bonus award to Rob Glaser, the Company's Chief Executive Officer, in connection with his efforts and leadership related to the Company's recent settlement of the Microsoft antitrust litigation and the collaboration agreement with Microsoft. Pursuant to an agreement between the Company and Mr. Glaser (the "Agreement"), Mr. Glaser will receive a cash payment of $1.45 million in February 2006, and a cash payment of up to $725,000 in each of July 2006 and January 2007. If Mr. Glaser voluntarily terminates his employment with the Company or is involuntarily terminated by the Company for Cause (as defined in the Agreement) prior to January 2007, he will not be eligible to receive cash payments under the Agreement that are due after the date he ceases to be employed by the Company. In the case of death or disability, Mr. Glaser or his heirs will receive all remaining payments under the Agreement within 30 days.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

Exhibit No. Description
10.1 Agreement dated February 1, 2006 between RealNetworks,
Inc. and Rob Glaser

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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

    RealNetworks, Inc.
February 3, 2006   By:   /s/ Robert Kimball
        Name: Robert Kimball
        Title: Sr. Vice President and General Counsel

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Exhibit Index

Exhibit No.   Description

  Agreement dated February 1, 2006 beween RealNetworks, Inc. and Rob Glaser

Exhibit 99.1

February 1, 2006

Rob Glaser
c/o RealNetworks, Inc.
2601 Elliott Avenue, Suite 1000
Seattle, WA 98121

Dear Rob:

In consideration for your excellent leadership and outstanding efforts relating to the Microsoft antitrust case and your continued employment with RealNetworks, the Board of Directors of RealNetworks is pleased to offer you the bonus plan and payments described in Exhibit A (the “Bonus Payments”).

You will be entitled to receive the Bonus Payments unless RealNetworks has terminated your employment for Cause, as defined below, or you voluntarily choose to end your employment with RealNetworks, in which case you will not be entitled to any Bonus Payments after the date of your termination or voluntary resignation. Once paid, a Bonus Payment will be considered final and irrevocable. If RealNetworks materially changes your job responsibilities, moves your primary workplace by more than 15 miles or is acquired by a third party, any subsequent resignation by you will not be considered “voluntary” and you will be entitled to receive all Bonus Payments on your last day of employment. In the event of your death or permanent disability, you or your heirs will be entitled to receive all Bonus Payments within 30 days. In addition, in the event of any mutually agreed (a) change in your employment status to part-time for a continuous period lasting greater than three months or (b) leave of absence for a continuous period lasting greater than three months, the Bonus Payments may be adjusted to reflect appropriately such change in status (for example, by altering the payment schedule, pro-rating the payments, tolling the payment schedule or such other mechanism as agreed by the parties). Notwithstanding the previous sentence, there shall not be any adjustment to the Bonus Payments or schedule as a result of any change in employment status relating to disability (other than a permanent disability as described above), medical or family leave or other FMLA-related leave.

As used in this agreement, “Cause” means conduct involving one or more of the following: (i) your substantial and continuing failure after written notice to render services to RealNetworks in accordance with the terms or requirements of your employment for reasons other than illness or incapacity; or (ii) willful misconduct, fraud, embezzlement, theft, misrepresentation or dishonesty involving RealNetworks resulting in any case in material harm to RealNetworks.


The Board of Directors of RealNetworks, Inc.

By: /s/ Jeremy Jaech
Jeremy Jaech, on behalf of the
Board of Directors of RealNetworks, Inc.

I have read and agree to the terms of the incentive bonus agreement contained in this letter.

Name: /s/ Rob Glaser
Rob Glaser

Date: February 1, 2006


Exhibit A
to Incentive Bonus Agreement

Schedule of Bonus Payments – Rob Glaser

Amount   Date Payable
$1.45 million
  February 1, 2006
  July 15, 2006
  January 15, 2007