Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 31, 2012, the Board of Directors of RealNetworks, Inc. approved certain compensatory arrangements for the company's Interim Chief Executive Officer, Rob Glaser, for his service to RealNetworks in that capacity for the period from July 3, 2012 through December 31, 2012. Specifically, the Board approved a cash payment representing base salary of approximately $224,000 for his service during that period; a fully vested option to purchase 105,000 shares of RealNetworks common stock with an exercise price equal to $7.56 per share, which was the closing price of the company's common stock on the grant date of December 31, 2012; and performance-based restricted stock units covering approximately132,000 shares on the award date. The equity awards were granted pursuant to the company's 2005 Stock Incentive Plan and the standard forms of agreements thereunder. The performance-based restricted stock units will be earned and vested, if at all, based on the achievement of pre-established EBITDA goals in fiscal years 2013 and 2014 (and, assuming the goals have been achieved, continued service to RealNetworks through the vesting date).

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