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Exhibit 10.15
September 18, 2003
To: Roy Goodman
Dear Roy:
I am extremely pleased to offer you
employment at RealNetworks, Inc. (RN) as
Senior Vice President, Finance and Chief
Financial Officer. Your start date will
be determined at a later time.
This offer is for a full-time, exempt,
regular position with RN. Your
responsibilities will be as directed by RN.
You will be paid a monthly salary,
which is equivalent on an annualized basis
to $250,000 (subject to normal
withholdings), payable semi-monthly in
accordance with our normal payroll
procedures. You are eligible to earn an
annual bonus of up to $75,000 based on
meeting MBO target goals, for an annual
target total compensation of $325,000 if
you succeed in meeting your MBO target
goals.
You will also earn equity in RN under the
terms of RN's 1996 Stock Option Plan.
Upon the start of your employment, you will
be eligible for options on 250,000
shares, which will begin vesting on your
hire date according to the vesting
rules, and all other provisions contained
in the 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 RN's Common Stock on the Grant
Date. Fair market value shall equal the
last sales price for shares of RN'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.
RN will make the following payments to you
in connection with your relocation
from Wilmington, DE to Seattle, WA:
1. You may take up to two
4 day house-hunting trip for you and your immediate
family,
including coach airfare, accommodations, and reimbursement for
your
reasonable rental car, food and incidental expenses. RN will
arrange
for a
realtor or apartment finder to show you different neighborhoods
in
and around
Seattle and assist you with purchasing or renting a new
residence.
2. RN will cover the
costs of (a) moving your vehicles, (b) moving your
personal
goods, and (c) temporary housing with one of RN's pre-arranged
rental
agents for up to 6 months. RN will also cover the cost of your
final
flight out to Seattle, for you and your direct family.
3. A relocation bonus of
$50,000 to assist with relocation and housing costs.
4. In consideration for
your transition period RN will extend a $20,000
travel
bonus to support your travel to and from Wilmington.
Some or all of these bonus and relocation
payments or costs may be taxable
income. In the event that your employment
with RN is terminated before eighteen
months have elapsed from your start date,
you must return to RN the full amount
of all of your relocation payments. By
signing below, you agree to reimburse RN
in full prior to your termination date, and
in the event that you have not done
so, you agree that RN may deduct the
balance due from your final paycheck.
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You will receive paid vacation, paid
holidays, paid sick leave, and, upon
satisfaction of any eligibility or waiting
require
