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EXHIBIT 10.10
REALNETWORKS, INC.
DIRECTOR COMPENSATION STOCK PLAN
1.
Purpose.
The Director Compensation Stock Plan (the "Plan") is
established to allow the outside directors
of RealNetworks, Inc. (the "Company")
to participate in the ownership of the
Company through ownership of shares of
the Company's Common Stock, and to promote
identification of such directors'
interests with those of the Company's
shareholders.
2.
Definitions. As used in the Plan:
2.1 "Affiliate" of the Company means any corporation, partnership
or
other business association that, directly
or indirectly, through one or more
intermediaries, controls, is controlled by,
or is in common control with the
Company.
2.2 "Annual Retainer Fee" means the annual fee payable to a
Nonemployee Director for his or her
services on the Board.
2.3 "Committee Chairperson Retainer Fee" means the annual fee,
if
any, payable to a Nonemployee Director for
serving as a chairperson of the Audit
Committee, the Compensation Committee, the
Nominating and Corporate Governance
Committee, or such other committee of the
Board for which a chairperson may be
appointed and designated by the Board from
time to time as being eligible to
receive the Committee Chairperson Retainer
Fee.
2.4 "Director Service Fees" means, collectively, the Annual
Retainer
Fee, the Committee Chairperson Retainer Fee
and the Meeting Attendance Fees.
2.5 "Board" means the Board of Directors of the Company.
2.6 "Business Day" means a day on which the Company's executive
offices are open for business and on which
trading is conducted on the Stock
Exchange.
2.7 "Committee" means the Compensation Committee of the Board.
2.8 "Common Stock" means the Common Stock, par value $.001 per
share, of the Company.
2.9 "Compensation Dates" means the last Business Day of each
calendar quarter in a calendar year.
2.10 "Exchange Act" means the Securities Exchange Act of 1934,
as
amended from time to time.
2.11 "Fair Market Value" of a share of Common Stock, as of any
date,
means the last sales price (or, if no last
sales price is reported, the average
of the high bid and low asked
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prices) for a share of Common Stock on that
day as reported by the Stock
Exchange, or if no such prices were quoted
for the shares of Common Stock on the
Stock Exchange for that day for any reason,
the closing price quoted on the last
Business Day on which prices were quoted.
If such prices or quotations are not
reported by the Stock Exchange, the
Committee shall select the source of prices
or quotations for the purpose of
determining the Fair Market Value.
2.12 "Meeting Attendance Fees" means fees payable to a
Nonemployee
Director for attendance at meetings of the
Board or committees of the Board.
2.13 "Nonemployee Director" means a member of the Board of
Directors
who is not an employee of the Company or
any of its subsidiaries.
2.14 "Plan Year" means the 12-month period commencing February 1
and
ending on the following January 31. The
first Plan Year shall commence on
February 1, 2004.
2.15 "Rule 16b-3" means Rule 16b-3 promulgated under the
Exchange
Act (or any successor rule to the same
effect).
2.16 "Shares" means shares of Common Stock of the Company.
2.17 "Stock Exchange" means The Nasdaq Stock Market ("Nasdaq")
or,
if the Common Stock is no longer included
on Nasdaq, then such other market
price reporting system on which the Common
Stock is traded or quoted.
3.
Authorized
Shares. The total number of shares of Common Stock
available for issuance under the Plan is
Three Hundred Fifty Thousand (350,000),
subject to adjustment pursuant to Section
12 hereof. Shares available for
issuance under the Plan may be authorized
and unissued shares, as the Company
may determine from time to time.
4.
Administration of the Plan. The Plan shall be administered by
the
Committee. The Committee shall, subject to
the provisions of the Plan, adopt
such rules as it may deem appropriate in
order to carry out the purpose of the
Plan. All questions of interpretation,
administration, and application of the
Plan shall be determined by a majority of
the members of the Committee, except
that the Committee may authorize any one or
more of its members, or any officer
or employee of the Company, to execute and
deliver documents on behalf of the
Committee. The determination of such
majority shall be final and binding in all
matters relating to the Plan and shall be
given the maximum deference permitted
by law. No member of the Committee shall be
liable for any act done or omitted
to be done by such member or by any other
member of the Committee in connection
with the Plan, except for such member's own
willful misconduct or as expressly
provided by statute. All costs and expenses
involved in administration of the
Plan shall be borne by the Company.
5.
Participation. Each Nonemployee Director shall be eligible to
participate in the Plan.
6.
Election
to Receive Common Stock in Lieu of Director Service Fees.
Prior to the first day of each Plan Year,
each Nonemployee Director may make an
election to receive all or a portion of his
or her Director Service Fees for
such Plan Year in Common Stock (a "Stock
Election") in lieu of cash. Such shares
of Common Stock shall be transferred in
accordance with Section 7 hereof. Any
Stock Election shall be made in such form
and manner as the Company may specify
from time to time, shall specify the
percentage of the Director Service Fees to
be
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paid in Common Stock, and shall be
irrevocable for the Plan Year for which the
Stock Election is made. Notwithstanding the
foregoing, any Nonemployee Director
who is newly elected or appointed to the
Board after the first day of a Plan
Year must make the election under this
Section 6 within 30 days after becoming a
Director with respect to the percentage of
the Director Service Fees that are
payable for the remainder of that Plan
Year. Each
