Purpose

The purpose of the Compensation Committee of the Board of Directors (the "Board") of RealNetworks, Inc. (the "Company") shall be to discharge the Board's responsibilities relating to compensation of the Company's executive officers. The Committee has overall responsibility for approving and evaluating the executive officer compensation plans, policies and programs of the Company.

Membership

The Compensation Committee of the Board of Directors shall consist of at least two Directors as the Board may from time to time determine. The members of the Compensation Committee shall meet (i) the non-employee director definition of Rule 16b-3 promulgated under Section 16 of the Securities Exchange Act of 1934, as amended, (ii) the outside director definition of Section 162(m) of the Internal Revenue Code of 1986, as amended, and (iii) the independent director definition set forth in the rules and regulations of the Nasdaq National Market.

The members of the Compensation Committee will be appointed by the Board. Compensation Committee members will serve at the discretion of the Board.

Responsibilities and Authority

The Compensation Committee shall perform the following functions:

• Establish and review periodically, but not less than annually, the compensation of the Chief Executive Officer and executive officers of the Company and make recommendations concerning such compensation to the Board;
• Review and recommend to the Board the engagement of and terms of any employee agreements and arrangements with, and termination of, all executive officers of the Company;
• Consider and make recommendations to the Board with respect to incentive compensation plans for the employees of the Company;
• Carry out the duties assigned to the Compensation Committee under any stock option plan or other plan approved by the Company, and approve all stock option grants to officers of the Company;
• Consult with the Chief Executive Officer concerning any compensation matters deemed appropriate by the Chief Executive Officer or the Compensation Committee;
• Serve as the Plan Administrator and/or Administrative Committee of the Company's compensation plans;
• Produce an annual report on executive compensation for inclusion in the Company's proxy statement;
• Make regular reports to the Board;
• Review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval;
• Review annually its own performance;
• Perform such other duties as shall be assigned to the Compensation Committee by the Board of Directors;
• Form and delegate authority to subcommittees when appropriate;
• Retain and terminate any compensation consultant to be used by the Company to assist in the evaluation of Chief Executive Officer or executive officer compensation and approve the consultant's fees and other retention terms; and
• Obtain advice and assistance from internal or external legal, accounting or other advisors.

Meetings

In accordance with applicable provisions of the Company's Bylaws, the Compensation Committee shall meet as such times and places as the members deem advisable, and shall make such recommendations to the Board of Directors as they consider appropriate.

Minutes

The Compensation Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board of Directors.

Committee Members

Pradeep Jotwani
Eric Benhamou

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