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TMCNet:  REALNETWORKS INC FILES (8-K) Disclosing Change in Directors or Principal Officers, Financial Statements and Exhibits

[February 13, 2014]

REALNETWORKS INC FILES (8-K) Disclosing Change in Directors or Principal Officers, Financial Statements and Exhibits

(Edgar Glimpses Via Acquire Media NewsEdge) Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 7, 2014, the Compensation Committee of the Board of Directors of RealNetworks, Inc. approved the 2014 Executive MBO Plan. The Compensation Committee will administer this plan, which is pursuant to the RealNetworks 2005 Stock Incentive Plan, as amended and restated.


Payouts under the 2014 Executive MBO Plan will be determined by our Compensation Committee and will be based 80% on company and/or divisional financial performance and 20% on individual performance. Financial performance will be measured by the achievement of specific financial goals related to revenue (weighted at 60% of total performance) and adjusted EBITDA (weighted at 20% of total performance). Adjusted EBITDA is a non-GAAP measure that we define as operating income (loss) including other income (expense) net, but excluding depreciation and amortization; acquisition-related intangible asset amortization; stock-based compensation; impairment of deferred costs; restructuring and other charges; gain on sale of patents and other technology assets, net of costs; loss on litigation settlements; and lease exit and related charges.

Under the 2014 Executive MBO Plan, cash incentive bonus targets and maximum award opportunities for 2014 for our named executive officers, other than our interim chief executive officer, are as follows: Estimated Future Payouts Target Maximum Scott G. Uomoto $232,500 $441,750 Tim M. Wan $213,750 $363,375 Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Pursuant to the rules and regulations of the SEC, the attached exhibits are deemed to have been furnished to, but not filed with, the SEC.

Exhibit No. Description 10.1 2014 Executive MBO Plan --------------------------------------------------------------------------------

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