exv10w8






Exhibit 10.8




REALPAGE, INC.




NON-QUALIFIED STOCK OPTION AGREEMENT (SECOND SERIES)

UNDER THE

AMENDED AND RESTATED 1998 STOCK INCENTIVE PLAN



	 	 	 	 	 
	Grant Number:

	 	Second Series No. 496-10-05

	 
	 	 	 	 
	Date of Grant:

	 	October 27, 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 Amended and Restated 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 first day of January, 2005
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 October 1, 2009. 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.

 	 
	/s/ Stephen T. Winn
 	 
	By:             Stephen T. Winn 	 
	 	   Chairman of the Board 	 
	 


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




	 	 	 	 	 
	OPTIONEE:

 	 
	Signature:	 	/s/ Timothy J. Barker 	 
	Address: 	 	 	 
	 	 	 	 
	 


Social Security Number: [***]