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 project ideas, source and object code, Codecs, program listings,
programming notes and documentation, flow-charts, and system and user
documentation), system designs, operating processes, know-how, equipment
designs, blue prints and product specifications.
"CONFIDENTIAL INFORMATION" means any data or information, other than
Trade Secrets, which has been discovered, developed (including information
conceived or developed by you) or has otherwise become known to Real,
including any parent, subsidiary, predecessor, successor or otherwise
affiliated company ("Real Company"), that is material to Real Company and
not generally known to the public. Confidential Information includes
without limitation:
i. Sales records, profits and performance reports, pricing manuals
and lists, sales manuals and lists, training materials, selling and
pricing procedures, and financing methods of Real Company.
ii. Customer lists or accounts, special requirements of particular
customers, and current and anticipated requirements of customers
generally for the products of Real Company;
iii. Research and development and specifications of any new products
or lines of business under development or consideration;
iv. Sources of supply of integrated components and materials used
for production, assembly, and packaging by Real Company, and the
quality, price, and usage of such components and materials;
v. Marketing plans, strategies, sales and product development data,
and inventions;
vi. Business plans and internal financial statements and projections
of Real Company; and
vii. Personnel related information such as employees' compensation,
performance reviews, or other individually identifiable information.
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You recognize and acknowledge that Real Company is engaged in a continuous
program of research, development and production respecting its software
products, its other business opportunities and for its customers.
Important assets of Real Company are its Confidential Information, Trade
Secrets and Employee Developments. You recognize that Real Company has a
vital and substantial interest in maintaining confidentiality of Trade
Secrets and Confidential Information to maintain a stable work force,
continuing positive business relationships and minimizing damage to or
interference with business. You also recognize and acknowledge that your
employment exposes you to programming, concepts, designs and other
information proprietary to Real Company and third parties with whom Real
does business, and creates a relationship of trust and confidence between
you and Real with respect to any such information.
OBLIGATIONS WITH RESPECT TO EMPLOYEE DEVELOPMENTS. All Employee
Developments shall be considered works made for hire by you for Real and
prepared within the scope of your employment. Under U.S. Copyright Law,
all such materials shall, upon creation, be owned exclusively by Real. To
the extent that any such material, under applicable law, shall be deemed
not to be works made for hire, you hereby assign to Real all right, title
and interest in and to such materials, in the United States and foreign
countries, without further consideration, and Real shall be entitled to
register and hold in its own name all copyrights, patents and trademarks
in respect to such materials. You agree to promptly and completely
disclose in writing to Real details of all original works of your
authorship, discoveries, concepts, or ideas. You agree to apply, at Real's
request and expense, for any patent or other legal protection of Employee
Developments and to sign and deliver any applications, assignments or
other documents as Real may reasonably require. Real shall have the
exclusive right to all Employee Developments without additional
consideration to you, including but not limited to the right to own, make,
use, sell, have made, rent, lease, lend, copy, prepare derivative works
of, perform or display publicly.
YOU OWN PERSONAL INVENTIONS. You shall not be required to assign to Real
any of your rights in any personal invention you developed entirely on
your own time without using Real's equipment, supplies, facilities, Trade
Secrets or Confidential Information, except for those inventions that
either: (1) relate at the time of conception or reduction to practice of
the invention directly to Real's actual or demonstrably anticipated
business or (2) result from any work performed by you for Real. You
acknowledge notice by Real that the prior paragraph does not apply to any
personal invention as described in this paragraph. You agree that this
satisfies the requirements of Washington state law.
RESTRICTIONS ON USE AND DISCLOSURE OF TRADE SECRETS AND CONFIDENTIAL
INFORMATION. During your employment with Real and for so long thereafter
as the information remains a Trade Secret or Confidential Information, you
shall not use, reproduce, disclose, or permit any person to obtain or use
any Trade Secret or Confidential Information of Real (whether or not it is
in written or tangible form), except as specifically authorized in writing
by Real. You shall use the highest degree of care in safeguarding Trade
Secrets and Confidential Information against loss, theft, or other
inadvertent disclosure. You further agree that any Trade Secrets,
Confidential Information, copyrightable works or materials or copies of
them that enter into your possession, by reason of employment, are the
sole property of Real and shall not be used in any manner adverse to
Real's best interests. You agree not to remove any Confidential
Information or Trade Secret from Real's premises except in pursuit of
Real's business.
Upon Real's request at any time, or upon your termination of employment
(whether voluntary or involuntary), you shall deliver to Real, and shall
not retain for your own or another's use, any and all originals or copies
of Employee Developments, Trade Secrets, Confidential Information and
Company Property. Your obligations under this Agreement supplement and do
not supersede or limit other obligations you have to Real or rights or
remedies of Real including without limitation those under the Washington
Uniform Trade Secrets Act.
3. YOUR WARRANTIES. You agree to perform at all times faithfully,
industriously and to the best of your ability all duties and functions
consistent with your position and to abide by any general employment
guidelines or policies adopted by Real. You acknowledge that your
employment is in no way conditioned upon your disclosure to Real of
confidential information or trade secrets of others, and you agree not to
improperly obtain, disclose to Real, or induce Real to use, any
confidential information or trade secrets belonging to any third party.
You represent that the execution of this Agreement, your employment with
Real, and the performance of your proposed duties to Real will not violate
any agreements or obligations you may have to any former employer or third
party and you are not subject to any restrictions which would prevent or
limit you from carrying out your duties for Real.
4. NON-COMPETITION. You acknowledge that Real is engaged in a highly
competitive business and that by virtue of the position in which you are
employed, you will perform services that are of competitive value to Real
and which if used in competition with Real could cause it serious harm.
Therefore, you agree not to work for any Competitor during your employment
with Real (including after work hours, weekends and vacation time), even
if only organizational assistance or limited consultation is involved.
During your employment with Real, you agree not to
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publish, design or develop computer software that competes with Real
software products (either existing or under development). Further, you
agree that for a period of one (1) year after the termination of your
employment with Real, whether voluntary or not, you will not directly or
indirectly be employed by, own, manage, consult with or join any business
or entity that is in competition with Real or with products or services
produced, sold or in development by Real during the term of your
employment. Ownership of 1% or less of the stock (publicly or privately
held) of a competitor of Real shall not be a breach of this paragraph. You
acknowledge that Real competes in a global marketplace and that the
duration and scope of this noncompetition provision is reasonable and
necessary to protect Real interests. You authorize a court to restrict you
to the maximum extent allowed.
5. NONSOLICITATION. You recognize that Real's workforce is a vital part of
its business. You agree that for a period of one (1) year after your
employment ends, whether voluntarily or not, you will not induce or
attempt to influence, directly or indirectly, any employee of Real to
terminate his/her employment with Real or to work for you or any other
entity. You agree that this means you will not identify to a third party
Real employees as potential candidates for employment. You further agree
not to, directly or indirectly, solicit or assist in soliciting orders
from any current or known prospective customers or to encourage them to
terminate their business relationship or negotiations with Real.
6. RETURN OF PROPERTY. You represent that you will return to Real all
company-owned property in your possession or control, including but not
limited to credit cards, keys, access cards, company-owned equipment,
computers and related equipment, customer lists, files, memoranda,
documents, price lists, and all other trade secrets and/or confidential
Real information, and all copies thereof, whether in electronic or other
form.
7. DEDUCTIONS FROM PAY. You authorize Real to deduct from your compensation
the value of any Company Property not returned or the amount of any sums
owed to Real by you, and you release Real from any claims based upon such
withholding.
8. MISCELLANEOUS. This Agreement together with the terms of your offer letter
constitute the complete and entire agreement between us, and supersedes
and cancels all prior understandings, correspondence and agreements, oral
and written, express or implied, between us relating to the subject matter
hereof. This Agreement can only be amended or waived by a written document
signed by Real and you. The waiver of any breach of this Agreement or the
failure to enforce any provision shall not waive any later breach. Real
and you both consent to the other giving third parties notification of the
existence and terms of this Agreement. This Agreement shall become
effective only when executed by Real and then shall be binding upon and
inure to the benefit of Real and you, and each of our successors, assigns,
heirs or legal representatives, except that you may not assign or delegate
any rights or duties under this Agreement. This Agreement will be
interpreted and enforced in accordance with the laws of the State of
Washington as applied to agreements made and performed in Washington,
without regard to the State's conflict of laws provisions. Jurisdiction
and venue in any proceeding either at law or in equity, of or relating to
this Agreement shall be in King County, Washington. You agree that Real
may be irreparably harmed by a breach by you of this Agreement, that
adequate remedies may not exist in law, and that Real shall be entitled to
bring an action for a preliminary or permanent injunction or restraining
order to enforce this Agreement. You acknowledge that your experience and
capabilities are such that an injunction to enforce this Agreement will
not prevent you from earning a reasonable livelihood. Your claims against
Real shall not be a defense to Real's enforcement of this Agreement. In
case any term in this Agreement shall be held invalid, illegal or
unenforceable in whole or in part, the validity of the remaining terms of
the Agreement shall not be affected.
You acknowledge that you have read this Agreement, have had an opportunity
to have it explained to you, understand its provisions and have received an
exact copy of it for your records. You further understand that your employment
relationship with Real is at will and nothing in this Agreement suggests or
signifies otherwise.
IN WITNESS WHEREOF, the parties have executed this Agreement the day and
year first written above.
REALNETWORKS, INC. EMPLOYEE
By: /s/ Sandy Gould Signature: /s/ Michael Eggers
Name: Sandy Gould Printed Name: Michael Eggers
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Title: Sr Dir Exec Recruiting/Org Dev
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