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February 13, 2006
Exhibit 10.19
Michael Eggers
9908 Rainier Ave.
Seattle, WA 98118
Dear Michael:
In furtherance of your career at RealNetworks, Inc., I am extremely
pleased to
extend to you the promotion to Senior Vice President, Finance and
Chief
Financial Officer. You acknowledge that this offer is contingent
upon the
approval of the Board of Directors and will not be considered final
or binding
until approved by our Board of Directors. Your transition date into
this new
role will be determined at a later date.
Your salary will be $240,000.00 annually, payable semi-monthly,
effective on
your transition date. You are eligible to earn an annual bonus of
up to 45% of
your base salary. As such, you are eligible to earn $108,000 based
on meeting
individual performance target goals, for an annual target total
compensation of
$348,000 if you succeed in meeting your individual performance
target goals.
You will also be eligible to earn options to purchase 100,000
additional shares,
which will begin vesting as of your transition date. These options
will vest
according to the vesting rules and all other provisions contained
in Real's 2005
Stock Incentive Plan. Your stock options will be granted on the
date the
Compensation Committee of the Company's Board of Directors approves
the grant of
the option (the "Grant Date"). The exercise price of the stock
options granted
to you shall be equal to the fair market value of Real's Common
Stock on the
Grant Date. Fair market value shall equal the last sales price for
shares of
Real's Common Stock on the Grant Date as reported by the NASDAQ
National Market.
Please be aware that unvested stock is forfeited upon termination
of employment.
You will be regarded as a key employee under certain federal
regulations
governing family and medical leave. This status will require that
you work
closely with us in planning if you develop a need for family or
medical leave.
Our employment relationship will be terminable at will, which means
that either
you or Real may terminate your employment at any time and for any
reason or no
reason, subject only to the provisions below describing your
obligation to
provide Real with notice, and Real's obligation to make certain
payments if Real
terminates your employment for reasons other than cause. Your right
to receive
these payments described below are subject to and conditioned upon
your signing
a valid general and complete release of all claims (except those
relating to
Real's payment obligations under this letter agreement) against
Real (and its
related entities and persons) in a form provided by Real.
You agree that you will provide Real six (6) months notice prior to
terminating
your employment. After receipt of such notice Real may, at its
election, direct
you to continue your work for Real for any period up to six (6)
months from the
date of such notice, at your then-current base salary. In
consideration for
fulfilling the foregoing notice provision, Real will pay you a
severance payment
equal to six (6) months of your then-current base salary at the
conclusion of
your employment with Real.
In the event that Real decides to terminate your employment without
cause, Real
may require you to stay for up to six (6) months to transition
your
responsibilities. After this transition period, in consideration
for
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fulfilling the foregoing transition requirement, Real will pay you
a severance
of six (6) months of your then-current base salary upon the
termination of your
employment.
REAL PROVIDES EQUAL OPPORTUNITY IN EMPLOYMENT AND WILL ADMINISTER
ITS POLICIES
WITH REGARD TO RECRUITMENT, TRAINING, PROMOTION, TRANSFER,
DEMOTION, LAYOFF,
TERMINATION, COMPENSATION AND BENEFITS WITHOUT REGARD TO RACE,
RELIGION, COLOR,
NATIONAL ORIGIN, CITIZENSHIP, MARITAL STATUS, SEX, SEXUAL
ORIENTATION, AGE,
DISABILITY OR STATUS AS A DISABLED VETERAN OR VETERAN OF THE
VIETNAM ERA OR ANY
OTHER CHARACTERISTIC OR STATUS PROTECTED BY APPLICABLE LAW.
This letter and the attached Development and Confidentiality
Agreement, the 2005
Stock Incentive Plan, and your Stock Option Agreement, contain the
entire
agreement between you and Real regarding this promotion, and
supersede all prior
oral and written discussion, agreements and understandings. This
letter may not
be modified except in writing signed by both you and Real. Any
disputes
regarding this letter or your employment with Real shall be
governed by and
construed in accordance with the laws of the State of Washington.
If any
provision of this letter is deemed to be invalid or unenforceable,
at Real's
option, the remaining terms shall continue in full force and
effect.
Michael, we really look forward to working with you in this new
role! We have
great confidence in your continued success and are excited on your
and
RealNetworks' behalf about your well deserved promotion. Thank you
for your
ongoing contribution, and congratulations!
The effective start date of your promotion into this new role will
be determined
at a later date.
Please call us if you have questions about this offer letter.
Sincerely,
/s/ Rob Glaser
Rob Glaser,
Chairman and CEO
RealNetworks, Inc.
I have read and agree to the terms of employment contained in this
offer letter
and the attached Development and Confidentiality Agreement, which
represent a
full, complete and fair statement of the offer of employment made
to me by
RealNetworks, Inc.
Michael Eggers: /s/
Michael Eggers
Date:
February 14, 2006
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REALNETWORKS, INC.
DEVELOPMENT, CONFIDENTIALITY AND NONCOMPETITION AGREEMENT
THIS AGREEMENT is made and entered into February 13, 2006, by and
between
RealNetworks, Inc. ("Real") and Michael Eggers ("You"). "Real"
means
RealNetworks, Inc. and all of its present and future subsidiaries
and related
entities including partnerships in which Real is a member.
In consideration of your employment, compensation, benefits, access
to Real
training, Trade Secrets and Confidential Information, and the
mutual promises
made herein, you and Real agree as follows:
1. COMPANY
PROPERTY. "Company Property" means all records, files,
notebooks,
manuals,
objects, devices, supplies, materials, recordings, drawings,
models,
computer programs, prototypes, equipment, inventory and other
materials,
or copies thereof, in electronic or paper form, that have been
created,
used or obtained by Real, as well as Trade Secrets,
Confidential
Information and Employee Developments and all business revenues and
fees
produced
or transacted through your efforts. You agree that all Company
Property
is and shall remain the property of Real. You will preserve and
use the Company
Property only for the benefit of Real and the Real
business,
and you will return all Company Property to Real upon Real
request or
upon termination of your employment (whether voluntary or
involuntary).
2.
CONFIDENTIAL INFORMATION AND EMPLOYEE DEVELOPMENTS.
As used in
this Agreement, the following terms shall have the meanings
shown.
"EMPLOYEE DEVELOPMENT" means all technological, financial and
operating
ideas, processes, and materials, including all inventions,
discoveries, concepts, ideas, enhancements to existing technology
or
business
processes, computer program ideas and expressions, computer
circuit
designs, computer hardware concepts and implementations,
formulae,
algorithms, techniques, written materials, graphics, photographs,
literary
works, and
any other ideas or original works of authorship relating to
software
or hardware development that you may develop or conceive of
while
employed
by Real, alone or with others and which (i) relate directly to
Real's
actual or demonstrably anticipated business or (ii) incorporate
or
are
developed using Trade Secrets or Confidential Information or (iii)
are
conceived
or developed with use of any Real equipment, supplies or
facilities
including Real personnel or (iv) result from work performed by
you for
Real, regardless of whether it is technically eligible for
protection
under patent, copyright, or trade secret law.
"TRADE SECRET" means the whole or any portion of any scientific
or
technical
information that is valuable and not generally known to
competitors of Real. Trade Secrets include without limitation
the
specialized information and technology that Real may develop or
acquire
with
respect to program materials (including without limitation
program
and
