exv10w12






Exhibit 10.12




EMPLOYMENT AGREEMENT




     THIS EMPLOYMENT AGREEMENT (this “Agreement”), is made this 31st day of October, 2005
(the “Effective Date”) by and between Timothy J. Barker, an individual resident of the
State of Texas, (the “Executive”) with a residence at [***]
and RealPage, Inc., a Delaware corporation (the “Employer”), having its chief offices at
4000 International Parkway, Carrollton, Texas 75007.



     WHEREAS, Employer desires to retain the services of Executive on the terms and conditions
hereinafter set forth; whereas, Executive desires to furnish services to Employer on the terms and
conditions hereinafter set forth; and whereas, the parties desire to enter into this Agreement
setting forth the terms and conditions of the employment relationship between Executive and
Employer;



     NOW, THEREFORE, in consideration of the premises and the mutual agreements set forth below,
the parties hereby agree as follows:


1. Employment. Employer hereby agrees to employ Executive, and Executive hereby accepts
such employment, on the terms and conditions hereinafter set forth.



2. Employment Screening. Executive shall successfully complete a pre-employment drug test,
pre-employment consumer report verification, and the Employer new hire paperwork.



3. Employment Period. The period during which Executive shall furnish services to Employer
hereunder (the “Employment Period”) shall commence on the Effective Date and shall end on
the Date of Termination (as defined in Section 8(b) below). Nothing in this Section shall limit
the right of Employer or Executive to terminate Executive’s employment hereunder on the terms and
conditions set forth in Section 7 hereof.



4. Position and Duties.




          (a) Office; Reporting; Duties. During the Employment Period, Executive shall serve as
Senior Vice President and Chief Financial Officer and shall report directly to Employer’s Chief
Executive Officer (“Supervisor”). Executive shall have those powers, duties and
perquisites consistent with a senior management position and such other powers and duties as may be
prescribed by the Employer’s Supervisor, provided that such other powers and duties are consistent
with the scope, dignity and perquisites of Executive’s position.




          (b) Commitment of Full Time Efforts. Executive agrees to devote substantially his
full working time, attention and energies to the performance of his duties for Employer, provided,
however, that it shall not be a violation of this Agreement for Executive to (i) serve on civic or
charitable boards or committees, (ii) serve on corporate boards or committees, with the prior
consent of Employer, which consent shall not be unreasonably withheld, (iii) give speeches and make
media appearances to discuss matters of public interest (so long as such shall not involve Employer
in matters of political, religious or social controversy), and (iv) manage his personal






 









 







investments, so long as the foregoing activities do not interfere materially with the
performance of Executive’s responsibilities in accordance with this Agreement.



5. Place of Performance. Executive shall perform his duties for Employer from Employer’s
corporate offices at 4000 International Parkway, Carrollton, Texas 75007, or at any other address
in Dallas County or Collin County, Texas to which the corporate offices may be moved in the future.



6. Compensation and Related Matters.




          (a) Base Salary. As compensation for the performance by Executive of his obligations
hereunder, during the Employment Period, Employer shall pay Executive a base salary at a rate not
less than Two Hundred Thousand Dollars (US$200,000.00) per year (the base salary, at the rate in
effect from time to time, is hereinafter referred to as the “Base Salary”). Base Salary
shall be paid in approximately equal installments in accordance with Employer’s customary payroll
practices and legal requirements regarding withholding and deductions. During the Employment
Period, the Base Salary shall be reviewed no less frequently than annually (commencing the first
pay period in 2007) to determine whether or not the same should be adjusted in light of the duties,
responsibilities and performance of Executive and other relevant factors.




          (b) Annual Bonus. As compensation for services rendered during the Employment Period,
Executive shall be eligible to participate in Employer’s annual bonus plan on terms no less
favorable than other senior executives of Employer. For calendar year 2005, Employer shall
guarantee to Executive payment of a bonus of $33,334, payable on or before March 15th, 2006.
Beginning in 2006, Executive shall be eligible for an annual bonus of up to 100% of his Base Salary
with a target bonus at plan of 50% of his Base Salary. The performance criteria shall be as
established by the Compensation Committee of Employer’s Board of Directors. To be eligible for the
Annual Bonus, Executive must be employed by Employer on December 31 of the year with regard to
which the Annual Bonus is applicable.




          (c) Signing Bonus. RealPage shall pay Executive a signing bonus in an amount equal to
$5,000 (less all required withholding), payable with Executive’s first regularly scheduled
paycheck.




          (d) Grant of Option to Purchase Common Stock. The Compensation Committee of
Employer’s Board of Directors shall grant to Executive, an option (the “Option”) to purchase Five
Hundred Thousand (500,000) shares of common stock of Employer (“Common Stock”) with a grant
date as of the Committee’s action and an exercise price of $1.00 per share. The Option shall be
subject to the RealPage, Inc., 1998 Stock Incentive Plan (the “Plan”) and the Non-
Qualified Stock Option Agreement issued pursuant to the Plan, a copy of which Non-Qualified Stock
Option Agreement is attached as Exhibit A hereto.




          (e) Expenses and Vacations. Employer, according to its standard travel policy, shall
reimburse Executive for all reasonable, in-policy business expenses upon the presentation of
itemized statements of such expenses, such expenses including, without limitation, those reasonably
and customarily incurred by Executive for Continuing Professional Education, attending professional
seminars and joining professional organizations. Executive shall be entitled to three






 









 







weeks paid vacation per year, in accordance with Employer’s vacation policy and practice
applicable to senior executives of Employer.




          (f) Fringe Benefits and Perquisites. During the Employment Period, Employer shall
make available to Executive all the fringe benefits and perquisites that are made available to
other senior Executives of Employer.




          (g) Other Benefits. During the Employment Period, Executive shall be eligible to
participate in all other employee welfare benefit plans and other benefit programs (including group
life insurance, medical and dental insurance, and accident and disability insurance) made available
generally to employees or senior executives of Employer.




          7. Termination. Executive’s employment hereunder may be terminated under the following
circumstances, in each case subject to the provisions of this Agreement:




          (a) Death. Executive’s employment hereunder shall terminate upon his death.




          (b) Disability. If, as a result of Executive’s incapacity due to physical or mental
illness, Executive shall have been absent from his duties hereunder on a full-time basis (i) for a
period of six consecutive months or (ii) for shorter periods aggregating six months during any
twelve month period, and, in either case, within thirty (30) days after written Notice of
Termination (as described in Section 8(a) hereof) is given, Executive shall not have returned to
the performance of his duties hereunder on a full-time basis, Employer may terminate Executive’s
employment hereunder for “Disability.”




          (c) Cause. Employer may terminate Executive’s employment hereunder for Cause. In the
event of a termination under this Section 7(c), the Date of Termination shall be the date set forth
in the Notice of Termination. For purposes of this Agreement, “Cause” means the occurrence
of any of the following events: (i) Executive’s conviction for any criminal acts (excluding
misdemeanor and other minor offenses, such as, without limitation, traffic offenses);
(ii) Executive’s making a materially false statement to Employer’s auditors or legal counsel;
(iii) Executive’s falsification of any corporate document or form; (iv) any material breach by
Executive of Executive’s obligations to Employer or of any published policy of Employer; (v) any
material breach by Executive of the provisions of this Agreement; (vi) Executive’s making a
material misrepresentation of fact of which Executive is aware or omission to disclose material
facts of which Executive is aware in relation to transactions occurring in the business and
financial matters of Employer; (vii) Executive’s continued performance of Executive’s duties in an
incompetent, unprofessional, unsuccessful, insubordinate or negligent manner subsequent to written
notice thereof by Employer which notice specifies with reasonable clarity the failure to perform
alleged to give rise to Cause, and upon Executive’s receipt of such notice, Executive’s failure to
cure any nonconforming performance (in no case, however, shall Employer be required to give more
than one notice as to a particular type of failure).




          (d) Good Reason. Executive may terminate his employment hereunder for “Good
Reason” in the event of any material failure on the part of Employer to comply with any of its
material obligations under this Agreement, which failure has not been cured within ten (10) days






 









 









after written notice thereof has been given by Executive to Employer specifying the acts or
omissions of Employer alleged to give rise to Good Reason.




          (e) Other Terminations. Employer may terminate Executive’s employment hereunder other
than for Cause or Disability, and Executive may terminate his employment other than for Good Reason
in each case subject to the provisions of this Agreement.



8. Termination Procedure.




          (a) Notice of Termination. Any termination of Executive’s employment by Employer or
by Executive (other than termination pursuant to Section 7(a) hereof) shall be communicated by
written Notice of Termination to the other party hereto in accordance with Section 15.




          (b) Date of Termination. “Date of Termination” shall mean (i) if Executive’s
employment is terminated by his death, the date of his death, (ii) if Executive’s employment is
terminated pursuant to Section 7(b), thirty (30) days after Notice of Termination is given
(provided that Executive shall not have returned to the performance of his duties on a full- time
basis during such thirty (30) day period), (iii) if Executive’s employment is terminated pursuant
to Section 7(c), the date specified in the Notice of Termination, and (iv) if Executive terminates
his employment for Good Reason, ten (10) days after Notice of Termination if Employer’s breach
shall be uncured.



9. Compensation Upon Termination.




          (a) Death; Disability; Termination By Employer without Cause or By Executive for Good
Reason. If Executive’s employment is terminated by reason of his death or Disability or by
Employer without Cause or by Executive for Good Reason, Employer shall pay to Executive (or his
legal representatives or estate or as may be directed by the legal representatives of his estate,
as the case may be) (i) six (6) equal monthly installments of an amount per installment equal to
one-twelfth of Executive’s Base Salary (determined as of the Date of Termination) and (ii) a lump
sum cash payment, within five days following such Date of Termination, of an amount equal to any
earned but unpaid Base Salary or bonus due to Executive in respect of periods through the Date of
Termination plus accrued vacation in accordance with Employer’s vacation policy — subject to all
required deductions and withholdings (the “Accrued Amounts”). The amount set forth in
Section 9(a)(i) shall be payable if and only if the Executive shall have executed on or before the
301h day following the Date of Termination a full Release and Covenant not to sue the Employer and
its employees, officers, directors and stockholders.




          (b) Cause or By Executive Other than for Good Reason. If Executive’s employment is
terminated by Employer for Cause or by Executive other than for Good Reason, then Employer shall
pay Executive, within five (5) days following such Date of Termination, in a lump sum cash payment,
the Accrued Amounts.



10. No Mitigation. Executive shall not be required to mitigate amounts payable pursuant to
Section 9 of this Agreement by seeking other employment or otherwise, nor shall such payments be
reduced on account of any remuneration earned by Executive attributable to employment by another






 









 







employer, by retirement benefits, by offset against any amount claimed to be owed by Executive to
Employer or otherwise.



11. Confidentiality; Non-Competition.




          (a) Non-Disclosure and Non-Use of Confidential Information. Executive shall not
disclose any Employer Confidential Information to any third party (other than accountants, lawyers
and other third parties engaged by and working at the behest of Employer) without the specific
written consent of Employer and shall use Employer Confidential information solely for the benefit
of Employer. Executive shall hold all and any Employer Confidential Information in confidence.




          (b) Definition of Employer Confidential Information. For purposes of this Agreement,
"Employer Confidential Information” includes, in whatever form or format, all information —
disclosed to or known to Executive as a direct or indirect consequence of or through Executive’s
employment with Employer — about Employer, its parents or subsidiaries, its technology, finances,
business methods, plans, operations, services, products and processes (whether existing or
contemplated), or any of its executives, clients, agents or suppliers, including all information
relating to software programs, source codes or object codes; computer systems; computer systems
analyses, testing results; flow charts and designs; product specifications, and documentation; user
documentation; sales plans; sales records; sales literature; customer and prospect lists and files;
research and development projects or plans; marketing and merchandising plans and strategies;
pricing strategies; price lists; sales or licensing terms and conditions; consulting sources;
supply and service sources; procedure or policy manuals; legal matters; financial statements;
financing methods; financial projections; and the terms and conditions of business arrangements
with its parent, clients, suppliers, banks, or other financial institutions.




          (c) Proprietary Information Obligations. Employer respects the right of every
employer to protect its confidential and proprietary information. Employer specifically wishes to
prevent Executive or any individual interested in employment with Employer from using on behalf of
Employer or disclosing to Employer at any time before, during or after Executive’s employment with
Employer any confidential or proprietary information belonging to any other third party. Executive
represents to Employer that he will not use or otherwise exploit third party confidential or
proprietary information in the performance of his duties hereunder. Further, between the date of
this Employment Agreement and the date Executive begins employment with Employer, Executive will
continue to comply with any executory obligations to protect Executive’s current employer’s
confidential and proprietary information. Executive’s failure to observe those continuing
obligations could result in Employer’s refusal to hire or, if discovered after Executive has
already begun employment with Employer, disciplinary action up to and including termination of
Executive’s employment.




          (d) Non-Competition. In consideration of Employer’s promises and payments under this
Agreement, Executive agrees that, during the Employment Period and for a period of one (1) year
thereafter (the “Restricted Period”), Executive shall not (as principal, agent, executive,
consultant, volunteer or otherwise), engage (other than on behalf of Employer or its affiliates) in
a Competing Business (as defined below) anywhere in the territory of the United States, or, without






 









 







the prior consent of Employer, advise, own an interest in, manage, operate, join, control,
lend money or render financial, technical or other assistance (other than customary professional
courtesies afforded to members of the business community) to or participate in or be connected
with, as an officer, executive, partner, stockholder, consultant, advisor or other similar
capacity, any Competing Business; provided, however, that ownership of securities having no more
than one percent of the outstanding voting power of any competitor which are listed on any national
securities exchange or traded actively in the national over-the-counter market shall not be deemed
to be in violation of this subsection so long as Executive has no other connection or relationship
with such competitor that would not be permitted hereby. For purposes hereof, “Competing
Business” means the business of developing, designing, publishing, marketing, offering,
providing, maintaining or distributing databases and software applications or services which are
competitive with products or services of Employer, are generally referred to as “multi-family
apartment community management applications” and are generally used at apartment communities by
personnel engaged in the operation, leasing, pricing, promotion and maintenance of apartment units.
Without limitation of the foregoing, multi-family apartment community management applications and
data bases shall include software used in screening potential residents, performing accounting
functions, providing a community web site, providing resident incentives, performing market
research, providing utility management services, performing marketing assistance and communicating
via the Internet with prospects, applicants, residents, service providers, suppliers and
advertising providers. This Section 11(d) shall immediately become null, void and without further
effect should Employer cease to conduct its business operations in the ordinary course for any
reason, including, without limitation, bankruptcy.




          (e) Non-Interference with Licensees. Executive hereby agrees that, during the
Restricted Period (other than on behalf of Employer or its affiliates), Executive shall not in any
way, for the purpose of conducting or engaging in a Competing Business, call upon, solicit, respond
to, advise or otherwise do, or attempt to do business with any then- existing or former customer or
licensee of Employer or any affiliate of Employer or take away or attempt to interfere with any
then-existing or former customer, licensee, trade, business or patronage of Employer or any
affiliate. For purposes of this Section 11(e), the term “former” customer or “former” licensee
shall refer to any former customer or licensee of Employer within six (6) months of their having
ceased to be a customer or licensee of Employer.




          (f) Non-Interference with Employees. Executive hereby agrees, during the Restricted
Period, not to hire or retain, attempt to hire or retain, any of Employer’s then-existing or former
officers, executives, employees, representatives, consultants or agents, not to induce any such to
relinquish with or representation of Employer or any affiliate and not to otherwise interfere with,
or attempt to interfere with, the relationship of any such with Employer or any affiliate. For
purposes of this Section 11(f), the term “former” officer, executive, employee, representative,
consultant or agent of Employer shall refer to any former officer, executive, employee,
representative, consultant or agent of Employer within six (6) months of their having ceased to be
an officer, executive, employee, representative, consultant or agent of Employer or any affiliate.




          (g) Non-Interference with Business Relationships. Executive hereby agrees, during the
Restricted Period, that Executive shall not for the purpose of conducting or engaging in a
Competing Business, attempt to interfere with, impair, or adversely affect any contractual






 









 







relationships or business relationships between the Company and any of the technology or
distribution companies with whom the Company has strategic relationships.




          (h) Non-Disparagement. Executive hereby agrees, that during the Restricted Period,
Executive shall not disparage either orally or in writing the Company, its products or services, or
its officers, directors, or employees. Company hereby agrees, that during the Restricted Period,
it shall not disparage Executive either orally or in writing.




          (i) Injunctive Relief. Executive recognizes and agrees that the injury the Company
will suffer in the event of a breach of this Section 11 may cause the Company irreparable injury
that cannot adequately be compensated by monetary damages alone. Therefore, in the event of a
breach of this Section 11 by Executive, or any attempted or threatened breach, Executive agrees
that the Company, without limiting any legal or equitable remedies available to it, shall be
entitled to equitable relief by preliminary and permanent injunction or otherwise, without the
necessity of posting any bond or undertaking, against Executive and/or the business enterprise with
which Executive may have become associated, from any court of competent jurisdiction.



12. Reasonableness of Restrictions. Executive expressly acknowledges and agrees that the
covenants and restrictive agreements contained in this Agreement are reasonable as to scope,
location, duration or area of applicability, and that observation thereof will not cause Executive
undue hardship or unreasonably interfere with Executive’s ability to earn a livelihood and practice
Executive’s present skills and trades. Executive has consulted with legal counsel of his choice
regarding the meaning of such covenants and restrictions, which have been explained to his
satisfaction. If any covenant or restrictive agreement contained in this Agreement is held to be
unenforceable because of the scope, location, duration or area of its applicability, the court or
arbitrator making such determination shall have the power to modify such scope, duration or area or
all of them, and such provision shall then be applicable in such modified form.



13. Successors; Binding Agreement.




          (a) Employer’s Successors. Employer shall require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of its
businesses and/or assets to expressly assume and agree to perform this Agreement in the same manner
and to the same extent that Employer would be required to perform it if no such succession had
taken place. Failure of Employer to obtain such assumption and agreement prior to the
effectiveness of any such succession shall be a breach of a material provision of this Agreement
and shall entitle Executive to compensation in the same amount and on the same terms as he would be
entitled to hereunder if terminated his employment for Good Reason, except that for purposes of
implementing the foregoing, the date on which any such succession becomes effective shall be deemed
the Date of Termination. As used in this Agreement, the “Employer” shall mean Employer as
hereinbefore defined and any successor to the business and/or assets as aforesaid which executes
and delivers the agreement provided for in this Section 13 or which otherwise becomes bound by all
the terms and provisions of this Agreement by operation of law.







 









 








          (b) Executive’s Successors. This Agreement shall not be assignable by Executive.
This Agreement and all rights of Executive hereunder shall inure to the benefit of and be
enforceable by Executive’s personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees. If Executive should die while any amounts
would still be payable to him hereunder if he had continued to live, all such amounts unless
otherwise provided herein, shall be paid in accordance with the terms of this Agreement to
Executive’s devisee, legatee, or other designee or, if there be no such designee, to Executive’s
estate.



14. Indemnification. To the fullest extent permitted by law, Employer shall indemnify
Executive (including the advancement of legal, accounting and other expert expenses) for any
judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees,
incurred by Executive in connection with the defense of any lawsuit or other claim to which he is
made a party by reason of performing his responsibilities as an officer or executive of Employer or
any of its subsidiaries; except that, Employer shall have no such duty of indemnification with
regard to claims or suits brought, for any reason, against Executive by any former employer of
Executive.



15. Notice. For the purposes of this Agreement, notices, demands and all other
communications provided for in this Agreement shall be in writing and shall be deemed to have been
duly given when delivered to a national overnight delivery service or (unless otherwise specified)
mailed by United States certified or registered mail, return receipt requested, postage prepaid,
addressed as set forth in the Preamble of this Agreement or to such other address as any party may
have furnished to the others in writing in accordance herewith, except that notices of change of
address shall be effective only upon receipt. No notices may be given via e-mail or facsimile
transmission.



16. Validity. The invalidity or unenforceability of any provision or provisions of this
Agreement shall not affect the validity or enforceability of any other provision of this Agreement,
which shall remain in full force and effect.



17. Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original but all of which together will constitute one and the same
instrument.



18. Withholding. Notwithstanding any other provision of this Agreement, Employer may
withhold from amounts payable under this Agreement all federal, state, local and foreign taxes that
are required to be withheld by applicable laws or regulations.



19. Executive’s Representations, Warranties and Covenants. Executive represents, warrants
and covenants to Employer that (a) the terms of this Agreement and his employment by the Employer
do not and will not breach any agreement between Executive and any other entity; (b) that Executive
has not previously assumed any obligations inconsistent with those of this Agreement; (c) that
Executive will not disclose to the Employer, or to any director, officer, executive or agent
thereof, any confidential or proprietary information or material belonging to any other entity,
including, without limitation, Executive’s previous employer; and (d) that during Executive’s
employment by the Employer, he will not use or attempt to use without prior permission of the owner
thereof, any confidential or proprietary information or material belonging to any other entity in
behalf of the Employer. Executive further agrees and






 









 







covenants that, during the term of this Agreement and his employment by Employer, he will not
breach any agreement to keep in confidence proprietary information, knowledge, or data acquired by
Executive in confidence or in trust prior to employment with Employer, and Executive will not
disclose to Employer, or induce or cause Employer to use, any confidential or proprietary
information or material belonging to any previous employer or others.



20. Governance of Employment Relationship. To the extent not governed by the specific
provisions hereof, the employment relationship between Executive and Employer shall be governed by
the Employer’s general rules, policies, procedures and plans relating to employment and executive
benefits.



21. Outside Fees. Executive agrees and covenants not to solicit or receive any income or
other compensation from any third party doing business with Employer, including, without
limitation, any supplier, client, customer, or executive of Employer, in connection with his
employment with Employer.



22. Miscellaneous. No provision of this Agreement may be modified, waived or discharged
unless such waiver, modification or discharge is agreed to in writing signed by Executive and an
authorized officer of Employer. No waiver by any party hereto at any time of any breach by the
other parties hereto of, or compliance with, any condition or provision of this Agreement to be
performed by any such other party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time. Any termination of Executive’s
employment or of this Agreement shall have no effect on any continuing obligations arising under
this Agreement, including without limitation, the right of Executive to receive payments pursuant
to Section 9 hereof and the obligations of Executive described in Section 11 hereof.



23. Applicable Law, Venue, Jurisdiction and Arbitration. This Agreement shall be deemed to
have been executed by the Parties in and shall be governed by, and construed and enforced in
accordance with, the laws of the State of Texas (excluding any conflicts-of-law rule or principle
of Texas law that might refer the governance, construction or interpretation of this Agreement to
the laws of another state). In the event of a dispute or in the event of any other legal action
arising out of or in connection with this Agreement the exclusive jurisdiction and venue for such
legal action or proceeding shall be the general civil trial courts of Denton County, Texas, or the
United States District Court having jurisdiction in Denton County, Texas. Each Party irrevocably
waives any objection on the grounds of venue, forum non-convenience or any similar grounds and
irrevocably consents to service of process by mail or in any other manner permitted by applicable
law and consents to the jurisdiction of said courts. Employer shall have the option, in the event
of a dispute arising out of or relating to this Agreement, to submit said dispute to arbitration in
Denton County, Texas, pursuant to the rules of the American Arbitration Association. The decision
of the Arbitrator shall be final and binding on the parties and judgment upon the award may be
entered in any of the aforementioned courts having jurisdiction over this Agreement.



24. Entire Agreement. This Agreement sets forth the entire agreement of the parties hereto
in respect of the subject matter contained herein and supersedes all prior agreements, letters of
intent, promises, covenants, arrangements, communications, representations or warranties, whether
oral or






 









 







written, by an officer, executive or representative of any party hereto; and any prior agreement of
the parties hereto in respect to the subject matter contained herein. Executive acknowledges and
agrees that no officer, executive or representative of Employer is authorized to offer any term or
condition of employment which is in addition to or different that those set forth in this
Agreement.




     IN WITNESS WHEREOF, the parties, intending to be legally bound, have executed this Agreement
on the Effective Date.



	 	 	 
	REALPAGE, INC.
	 	 
	 
	 	 
	/s/ Stephen T. Winn
 

By: Stephen T. Winn

	 	 
	Its: Chief Executive Officer
	 	 
	 
	 	 
	/s/ Timothy J. Barker
 

Timothy J. Barker, an individual

	 	 






 









 





EXHIBIT A




REALPAGE, INC.




NON-QUALIFIED STOCK OPTION AGREEMENT (SECOND SERIES)

UNDER THE

1998 STOCK INCENTIVE PLAN



	 	 	 
	Grant Number:

	 	Second Series No. xx-xx-xx
	 
	 	 
	Date of Grant:

	 	October 31, 2005
	 
	 	 
	Name of Optionee:

	 	Timothy J. Barker (the “Optionee”)
	 
	 	 
	Number of Shares:

	 	500,000 
	 
	 	 
	Exercise Price Per Share:

	 	$1.00 (the “Option Exercise Price)





1. RealPage, Inc. (the “Corporation”), hereby grants to the “Optionee” an option
(the “Option”) to purchase from the Corporation, for the Option Exercise Price (subject to
any adjustments that may be made pursuant to the terms of the Plan) the number of shares of Common
Stock, $0.01 par value per share (the “Stock”), of the Corporation set forth above pursuant
to the Corporation’s 1998 Stock Incentive Plan (the “Plan”). This Option is not intended
to constitute an “incentive stock option” within the meaning of Section 422 of the Code.



2. This Option may be exercised only to the extent that it is vested.



3. This Option shall vest in increments as follows: commencing on the ___day of                     , 200_
and on the first day of the next fifteen (15) consecutive quarters, this option shall vest in
sixteen (16) equal installments so that it will be fully vested on                     . The foregoing
notwithstanding, and notwithstanding any contrary provision in the Plan, in the event a Business
Combination Transaction occurs, as defined in Section 20.02 of the Plan, all non-vested portions of
the Option shall vest upon consummation of the applicable Business Combination.



4. Unless otherwise prevented from doing so by the provisions of the Plan or this Agreement, the
Optionee may exercise any portion of this Option that has become vested by delivering to the
Corporation written notice specifying:




     (A) the number of whole shares of Stock to be purchased together with payment in full of the
aggregate option price of such shares, provided that this Option may not be exercised for less than
one hundred (100) shares of Stock or the number of shares of Stock remaining subject to this
Option, whichever is smaller;



     (B) the address to which dividends, notices, reports, etc. are to be sent; and



 









 





     (C) the Optionee’s social security number.


Payment, upon exercise, shall be as provided by the Plan.



The Optionee shall not be entitled to any rights and privileges as a shareholder of the Corporation
in respect of any shares of Stock covered by this Option until such shares of Stock shall have been
paid for in full and issued to the Optionee by the Corporation’s transfer agent.



As soon as practicable after the Corporation receives payment for shares of Stock covered by this
Option, it shall deliver a certificate or certificates representing the shares of Stock so
purchased to the Optionee. Such certificate shall be registered in the name of the Optionee. Such
stock certificate shall carry such appropriate legends, and such written instructions shall be
given to the Corporation’s transfer agent, if any, as may be required by the Plan or as may be
deemed necessary or advisable by counsel to the Corporation in order to comply with the
requirements of the Securities Act of 1933, as amended, and any state securities laws or any other
applicable laws.



5. The Optionee agrees that, in connection with any underwritten public offering of the
Corporation’s Common Stock (or any other securities issued by the Corporation in exchange
therefore), upon the request of the Corporation or the principal underwriter managing such public
offering, any Shares (or any other securities issued by the Corporation in exchange therefore)
purchased by exercising the Option which is the subject of this Agreement may not be sold, offered
for sale, made subject to a contract to sell or otherwise disposed of without the prior written
consent of the Corporation or such underwriters, as the case may be, for at least 180 days after
the effective date of a registration statement of the Corporation filed under the Securities Act of
1933, as amended, or such longer period of time as the Corporation’s Compensation Committee and/or
its Board of Directors may determine. The Corporation may impose stop transfer instructions with
respect to the Stock (or securities) until the end of the 180-day period.



6. This Option shall terminate on the date that is ten (10) years following the Date of Grant and
must be exercised, if at all, prior thereto.



7. If the Optionee’s employment with the Corporation terminates, the unvested portion of this
Option will immediately terminate except as otherwise provided by Section 12(3) of the Plan.
Optionee acknowledges and agrees that, (i) if Optionee’s employment terminates for Cause, or
(ii) if Optionee’s employment terminates by reason of a Voluntary Termination, and Optionee engages
in any Acts Harmful to the Interest of the Corporation within one (1) year after the Voluntary
Termination, then the Optionee will immediately forfeit any right to exercise this Option, whether
it is vested or unvested.



8. This Option does not confer on the Optionee any right to continue in the employ of the
Corporation or interfere in any way with the right of the Corporation to determine the terms of the
Optionee’s employment.



9. This Option is governed and controlled by the applicable terms and conditions of the Plan and,
to the extent not inconsistent therewith, by the provisions of this Non-Qualified Stock Option
Agreement. Capitalized terms used but not otherwise defined herein shall be defined as set forth
in






 









 







the Plan. All interpretations or determinations of the Corporation’s Compensation Committee and/or
its Board of Directors with respect to the Plan and this Option shall be binding and conclusive
upon the Optionee and his or his legal representatives with respect to any question arising
hereunder.



10. All notices hereunder to the parties to this Non-Qualified Stock Option Agreement shall be
delivered or mailed to the Optionee, at his address set forth on the signature page of this
Non-Qualified Stock Option Agreement, and to the Corporation, at the following address:



RealPage, Inc.

4000 International Parkway

Carrollton, Texas 75007-1913

Attention: Secretary



Such addresses for the service of notices may be changed at any time provided notice of such change
is furnished in advance to the other party.



11. This Non-Qualified Stock Option Agreement shall be governed by and construed in accordance with
the laws of the State of Texas without application of the conflict of laws principles thereof,
except to the extent preempted by federal law, which shall govern to such extent.



IN WITNESS WHEREOF, the undersigned have caused this Non-Qualified Stock Option Agreement to be
duly executed.




	 	 	 	 	 
	REALPAGE, INC.	 	 
	 
	 	 	 	 
	 	 	 
	By:

	 	Stephen T. Winn	 	 
	 

	 	Chairman of the Board	 	 





By his or his signature below, the Optionee agrees to the provisions of this Non-Qualified Stock
Option Agreement and acknowledges receipt of a copy of the 1998 Stock Incentive Plan.






OPTIONEE:




	 	 	 
	Signature:

	 	 
	 

	 	 
	Address:

	 	 
	 

	 	 





	 	 	 
	Social Security Number: