Exhibit 10.5





Exhibit 10.5




REALPAGE, INC. EMPLOYMENT AGREEMENT

409A ADDENDUM




This Employment Agreement 409A Addendum (the “409A Addendum”) is entered into by and between
RealPage, Inc. (the “Company”), and Stephen T. Winn (the “Executive”) effective as of the date last
set forth below.



WHEREAS, the Company and Executive have previously entered into an employment
agreement, as amended through the date hereof (the “Employment Agreement”).



WHEREAS, the Company and Executive desire to ensure that the terms of the Employment
Agreement comply with the requirements of Section 409A of the Internal Revenue Code and the
regulations and other guidance issued thereunder (“Section 409A”) to avoid adverse tax consequences
to the Executive.



NOW, THEREFORE, in consideration of the foregoing and the promises and covenants contained
herein, the parties agree as follows:



1. Section 409A Requirements. This 409A Addendum supplements and amends the
Employment Agreement and is intended to comply with the provisions of Section 409A, to the extent
applicable to payments under the Employment Agreement. If the provisions of this 409A Addendum are
inconsistent with the Employment Agreement, the terms of this 409A Addendum will govern.



2. Delayed Payment Rules for Specified Employees. If Executive is a “specified
employee” of the Company (or any successor entity thereto) within the meaning of Section 409A on
the date of Executive’s termination (other than a termination due to death), then the severance
payable to Executive, if any, under the Employment Agreement, when considered together with any
other severance payments or separation benefits that are considered deferred compensation under
Section 409A (together the “Deferred Compensation Separation Payments”) that are payable within the
first six (6) months following Executive’s termination of employment, shall be delayed until the
first payroll date that occurs on or after the date that is six (6) months and one (1) day after
the date of the termination, when they shall be paid in full arrears. All subsequent Deferred
Compensation Separation Payments, if any, shall be paid in accordance with the payment schedule
applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if
Executive dies following termination but prior to the six (6) month anniversary thereof, any
payments delayed in accordance with this paragraph will be payable in a lump sum as soon as
administratively practicable after the date of Executive’s death and all other payments will be
payable in accordance with the payment schedule applicable to each payment or benefit. Each
payment and benefit payable under this Employment Agreement is intended to constitute a separate
payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).



3. Separation from Service. No Deferred Compensation Separation Payments that become
payable under the Employment Agreement by reason of Executive’s termination of employment with the
Company (or any successor entity thereto) will be made unless such
termination of employment constitutes a “separation from service” within the meaning of
Section 409A.


 


 









 





4. Application of 409A Rules. Each payment under the Employment Agreement is intended
to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury
Regulations. Any amounts paid under the Employment Agreement that either (i) satisfy the
requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury
Regulations, or (ii) qualify as a payment made as a result of an involuntary separation from
service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations not in excess of the
Section 409A Limit, shall not constitute Deferred Compensation Separation Payments. “Section 409A
Limit” will mean the lesser of two (2) times: (A) Executive’s annualized compensation based upon
the annual rate of pay paid to Executive during the Company’s taxable year preceding the Company’s
taxable year of Executive’s termination of employment as determined under Treasury Regulation
1.409A-1(b)(9)(iii)(A)(1); or (B) the maximum amount that may be taken into account under a
qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Executive’s
employment is terminated.



5. Taxable Reimbursements; In-Kind Benefits. Any taxable reimbursements and taxable
in-kind benefits provided in the Employment Agreement that are subject to Section 409A are intended
to comply with the requirements of Treasury Regulation Section 1.409A-3(i)(1)(iv) and the following
payment rules shall apply: (i) the amount of any such expense reimbursement or in-kind benefit
provided during a taxable year of the Executive shall not affect any expenses eligible for
reimbursement in any other taxable year; (ii) the reimbursement of an eligible expense shall be
made no later than the last day of the Executive’s taxable year that immediately follows the
taxable year in which the expense was incurred; and (iii) the right to any such reimbursement shall
not be subject to liquidation or exchange for another benefit or payment



6. Payments Conditioned on Release of Claims. To the extent any Deferred Compensation
Separation Payments are conditioned on execution of a release of claims and such release could
become effective in the calendar year following the calendar year in which Executive separates from
service, the severance payments will be paid (or commence payment), beginning on the latest of (i)
the first payroll period in the year following the Executive’s separation from service or (ii) the
date the release becomes effective and irrevocable, or (iii) the minimum extent the payments must
be delayed because Executive is a “specified employee.”



6. Construction. The foregoing provisions are intended to comply with the
requirements of Section 409A so that none of the severance payments and benefits to be provided in
the Employment Agreement will be subject to the additional tax imposed under Section 409A, and any
ambiguities herein will be interpreted to so comply.



[Signature Page Follows]



 


 









 







IN WITNESS WHEREOF, the undersigned parties have caused this 409A Addendum to be executed as
of the last date set forth below.



	 	 	 	 	 	 	 
	EXECUTIVE

	 	 	 	REALPAGE, INC.	 	 
	 
	 	 	 	 	 	 
	 

Signature

	 	 	 	 

Signature
	 	 
	 
	 	 	 	 	 	 
	/s/ Stephen T. Winn
 

Stephen T. Winn

	 	 	 	/s/ Timothy J. Barker
 

Timothy J. Barker
	 	 
	 
	 	 	 	 	 	 
	November 5, 2010
 

Date

	 	 	 	November 5, 2010
 

Date
	 	 






(Signature page to 409A Addendum)