exv10w17





Exhibit 10.17




	 	 	 	 	 



EMPLOYMENT AGREEMENT





     THIS EMPLOYMENT AGREEMENT (this “Agreement”), is made this 12th day of April, 2007
(the “Effective Date”) by and between Dirk D. Wakeham, an individual resident of the State
of California, (the “Executive”) with a residence at [***]
and Multifamily Internet Ventures, LLC, a California limited liability company (the “Employer”),
having its chief offices at 9 Executive Circle, Suite 200, Irvine, CA 92614.



     WHEREAS, Executive currently is President of Employer; and



     WHEREAS, Employer and an affiliate (“Affiliate”) of RealPage, Inc. (“RealPage”) contemplate
entering a Agreement of Merger (“Merger Agreement”) to be executed on or about April 9,
2007 but not later than April 15, 2007 (“Closing Date”), whereby Affiliate will purchase all of the
outstanding member interests in Employer (the “Transaction”); and



     WHEREAS, RealPage wishes to assure that Executive remains in the employ of Employer after the
Closing Date, and therefore has requested, and Executive has agreed, that Executive would enter
into this Employment Agreement with 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 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
second anniversary of the Effective Date, unless sooner terminated pursuant to Section 6 hereof.
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 6 hereof.



3. Position and Duties.




          (a) Office; Reporting; Duties. During the Employment Period, Executive shall serve as
President of the SafeLease division of Employer, and shall report directly to Employer’s Chief
Executive Officer. 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
Chief Executive Officer, 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.



4. Place of Performance. Executive shall perform his duties for Employer from Employer’s
corporate offices in Irvine, California, or at any other address in Orange County, California to
which the corporate offices may be moved in the future.



5. 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 Sixteen Thousand Six Hundred Sixty-Six and 66/100 Dollars per month, or Two Hundred
Thousand Dollars (US$200,000) on an annualized basis (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. In addition, in the pay period next
following the Closing Date of the Transaction, Executive shall be paid a one time additional
payment in an amount equal to the difference between the amount Executive has been paid for the
period between January 1, 2007 and the Closing Date (based on his current compensation of $174,600
per year), and the amount Executive would have been for the period between January 1, 2007 through
the Closing Date had he been paid the Base Salary. During the Employment Period, the Base Salary
shall be reviewed no less frequently than annually (commencing in 2008) 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. Beginning in 2007, Executive shall be eligible for an annual bonus
under the terms of the RealPage Management Incentive Plan (“Plan”) of 50% of his Base Salary for
achievement of Plan at 100%, with the potential to receive up to 100% of his Base Salary if the
performance criteria stipulated in the Plan is exceeded. 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 and must be employed on the date the Annual Bonus is paid.




          (c) 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 Two
Hundred Fifty Thousand (250,000) shares of common stock of RealPage, Inc. (“Common Stock”),
Employer’s parent company, with a grant date as of the Committee’s action and an exercise price of
not less than $1.50 per share of Employer’s Common Stock on the date of grant. The Option shall be
subject to the Amended and Restated 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.




          (d) 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. Executive shall be entitled to three (3) weeks paid
vacation per year, in accordance with Employer’s vacation policy and practice applicable to senior
executives of Employer.




          (e) 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.




          (f) 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.



6. 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 7(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 6(c), the Date of Termination shall be the date set forth
in the Notice of Termination. For purposes of this Employment Agreement, “Cause” means the
occurrence of any of the following events which are not cured by Executive within ten (10) days
after receipt of written notice of such alleged cause from Employer or, if such event cannot be
corrected within such ten (10) day period, if Executive does not commence to correct such default
within said ten (10) day period and thereafter diligently prosecute the correction of same to
completion within a reasonable time, provided, however, for no period greater than thirty (30)
days: (i) Executive’s conviction for any acts of fraud or breach of trust or any felony criminal
acts; (ii) Executive’s making a materially false written statement to Employer’s auditors or legal
counsel; (iii) Executive’s material falsification of any corporate document or form; (iv) any
material breach by Executive of any Employer published policy received and acknowledged by
Executive in writing; (v) any material breach by Executive of the provisions of this Employment
Agreement; (vi) Executive’s making a material misrepresentation of fact or omission to disclose
material facts in relation to transactions occurring in the business and financial matters of
Employer; or (vii) Executive’s failure—in the sole opinion of Employer—to perform Executive’s
duties which failure has not been cured within ten (10) days after written notice thereof has been
given by Employer to Executive specifying the failure to perform alleged to give rise to Cause,
provided that Employer shall be required to give only 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.



7. Termination Procedure.




          (a) Notice of Termination. Any termination of Executive’s employment by Employer or
by Executive (other than termination pursuant to Section 6(a) hereof) shall be communicated by
written Notice of Termination to the other party hereto in accordance with Section 14.




          (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 6(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 6(c), the date specified in the Notice of Termination, (iv) if Executive terminates his
employment for Good Reason, ten (10) days after Notice of Termination if Employer’s breach shall be
uncured, and (v) if Executive’s employment is terminated pursuant to Section 6(e), immediately upon
written notice delivered by the terminating party to the other, unless such notice designates a
different termination date.



8. 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
8(a)(i) shall be payable if and only if the Executive shall have executed on or before the 30th 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.



9. No Mitigation. Executive shall not be required to mitigate amounts payable pursuant to
Section 8 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.



10. Confidentiality and Non-Solicitation.




          (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, or otherwise required by
a legal proceeding or law or in connection with enforcing the terms of Employment Agreement)
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 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. “Employer Confidential
Information” shall not include any information that is publicly available at the time disclosed to
Employee or subsequently becomes publicly available other than through a breach of this provision
by Employee.




          (c) Non-Interference with Customers. Executive hereby agrees that, during the
Employment Period and for a period of twenty (24) months thereafter (the “Restricted
Period”), (other than on behalf of Employer or its affiliates), Executive shall not in any way
directly or indirectly, for the purpose of conducting or engaging in a Competing Business, utilize
Employer Confidential Information to call upon, solicit, respond to, advise or otherwise do or
attempt to do business with any then-existing or Past customer or licensee of Employer or any
affiliate of Employer or otherwise use Employer Confidential Information to take away or attempt to
interfere with any then-existing or Past customer, licensee, trade, business or patronage of
Employer or any affiliate. For purposes of this Section 10(c), the term “Past” customer or “Past”
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. “Competing Business” means the business of
developing, designing, publishing, marketing, maintaining or distributing databases and software
applications 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, screening, leasing, pricing, promotion and
maintenance of apartment units. Without limitation of the foregoing, multi-family apartment
community management applications, data bases and services shall include software used in screening
potential residents, performing property management or accounting functions, providing pricing
information or performing market research, communicating via the Internet with applicants,
residents, service providers, suppliers and advertising providers, facilitating or providing
billing, payments and cash management services, or providing energy management or convergent
billing services and producing, soliciting and/or assisting with the solicitation of insurance
products or services.




          (d) 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 directly or indirectly, for the purpose of conducting or engaging in a Competing Business,
utilize Employer Confidential Information to call upon, solicit, respond to, advise or otherwise
do, or attempt to do business with any then-existing or Past customer or licensee of Employer or
any affiliate of Employer or take away or attempt to interfere with any then-existing or Past
customer, licensee, trade, business or patronage of Employer or any affiliate. For purposes of
this Section 10(e), the term “Past” customer or “Past” 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.




          (e) Non-Interference with Employees. Executive hereby agrees, during the Restricted
Period, not to, directly or indirectly, solicit or induce any of Employer’s then-existing or
employees, representatives, consultants or agents to give up employment 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.




          (f) Non-Interference with Business Relationships. Executive hereby agrees, during the
Restricted Period, that Executive shall not, directly or indirectly, for the purpose of conducting
or engaging in a Competing Business, utilize Employer Confidential information or otherwise
improperly or unfairly 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.




          (g) 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.




          (h) Injunctive Relief. Executive recognizes and agrees that the injury the Company
will suffer in the event of a breach of this Section 10 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 10 by Executive, or any attempted or threatened breach, Executive agrees






 









 







that the Company, without limiting any legal or equitable remedies available to it, may 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.



11. Reasonableness of Restrictions. Executive understands and acknowledges that RealPage
would not have entered into the Merger Agreement, unless and until it had secured from Executive
assurance that Executive would become a party to this Agreement in accordance with the terms and
conditions hereof including the specific restriction on disclosure of confidential information in
accordance with the terms of Section 10 hereof, which are essential to Employer’s ability to
realize and protect the value of the purchased business. Executive expressly acknowledges and
agrees that the covenants and restrictive agreements contained in this Agreement are reasonable as
to scope, location, and duration 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 selection
regarding the meaning of such covenants and restrictions, which have been explained to his
satisfaction.



12. 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 (“Transaction”) to 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. Employer may honor the obligation set forth in the preceding sentence through
execution in the course of consummating the Transaction of either a specific assignment and
assumption agreement relating to the obligations set forth herein, or a general assignment and
assumption agreement. Failure of Employer to obtain such assumption and agreement prior to the
effectiveness of any such succession shall be a material 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 he 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 12 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.




 









 







13. 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.



14. 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.



15. Severability. Should any term, condition, provision or part of this Agreement be found
to be unlawful, invalid, illegal or unenforceable, that portion shall be deemed null and void and
severed from the Agreement for all purposes, but such illegality, or invalidity or unenforceability
shall not affect the legality, validity or enforceability of the remaining parts of this Agreement,
and the remainder of the Agreement shall remain in full force and effect, unless such would be
manifestly inequitable or would serve to deprived either party of a material part of what it
bargained for in entering in this Agreement.



16. 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.



17. 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.



18. Executive’s Representations, Warranties and Covenants. Executive represents, warrants
and covenants to Employer that (i) 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; (ii) that
Executive has not previously assumed any obligations inconsistent with those of this Agreement;
(iii) 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, unless required by any legal
proceeding or law; and (iv) that during Executive’s employment by the Corporation, 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.



19. Release of Claims. For and in consideration of the promises herein contained,
Executive does hereby forever and fully release and discharge the Released Parties described in
Section 19 (b), herein, of and from any and all sums of money, accounts, claims, interests,
demands, contracts actions, debts, controversies, agreements, damages, losses and causes of action,
whatsoever, of whatever kind or nature, known or unknown, suspected or unsuspected, which he now
owns, holds, has or claims to own, hold or have, and any future consequences there and all causes
of actions therefor, arising out of his Employment with Employer and which arose on or prior to the
Closing Date. Executive represents and warrants to Employer that he has not sold or assigned to
any person, partnership, corporation or other entity any Claim that he may have arising out of or
incident to his employment by Employer as of the Closing Date, and further covenants that he will
not hereinafter do so.




          (a) Unknown Claims. Executive understands that Executive is releasing Claims that
Executive may not know about. That is Executive’s knowing and voluntary intent, even though
Executive recognizes that someday Executive might learn that some or all of the facts Executive
currently believes to be true are untrue and even though Executive might then regret having signed
this Release. Nevertheless, Executive is assuming that risk and Executive agrees that this Release
shall remain effective in all respects in any such case. Executive expressly waives all rights
Executive might have under any law that is intended to protect Executive from waiving unknown
claims. Executive understands the significance of doing so.





	 	 	 	Executive expressly waives the protection of Section 1542 of the Civil Code of the State of
California, which states that:
	 
	 	 	 	A general release does not extend to claims which the creditor does not know or suspect to
exist in his or her favor at the time of executing the release, which if known by him or her
must have materially affected his or her settlement with the debtor.





          (b) Released Parties. The Released Parties are Employer, all current or former parent
companies, subsidiary companies and/or related companies, partnerships, or joint ventures, the
Western National Group and all of its related and affiliated entities, and, with respect to each of
them, all of Employer’s and/or such related entities’ predecessors and successors, and, with
respect to each such entity, all of its past, present, and future employees (except Executive),
officers, partners, principals, directors, members, stockholders, owners, representatives, assigns,
attorneys, agents, insurers, employee benefit programs (and the trustees, administrators,
fiduciaries, and insurers of such programs), and any other persons acting by, through, under, or in
concert with any of the persons or entities listed in this subsection, and their successors.




          (c) Limitations. The Release contained in this Section 19 does not extend to the
obligations, terms and covenants of this Agreement.





 









 







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 8 hereof and the obligations of Executive described in Section 10 hereof.



23. Applicable Law, Venue, Jurisdiction and Arbitration. This Agreement shall be governed,
construed, and enforced in accordance with the laws of the State of California (without regard to
the principles of conflicts of law). This Agreement has been entered into in Orange County,
California and it shall be performable for all purposes in Orange County, California. Any action
or proceeding concerning, related to, regarding, or commenced in connection with the Agreement must
be brought in a state or federal court located in Orange County, California, and the parties to the
Agreement hereby irrevocably submit to the personal jurisdiction of such courts and waive any
objection they may now or hereafter have as to the venue of any such action or proceeding brought
in any such court, or that any such court is an inconvenient forum. 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 Orange County, California, 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.




          (a) Arbitration Option. Either party shall also have the option to submit any
disputes between Executive (and his attorneys, successors, and assigns) and Employer (and its
Affiliates, shareholders, directors, officers, employees, agents, successors, attorneys, and
assigns) relating in any manner whatsoever to the employment or termination of Executive by
Employer, including, without limitation, all disputes arising under this Agreement, (“Arbitrable
Claims”) to binding arbitration. All persons and entities specified in the preceding sentence
(other than Employer and Executive) shall be considered third-party beneficiaries of the rights and
obligations created by this Section on Arbitration.




 









 








          (b) Arbitrable Claims. Arbitrable Claims shall include, but are not limited to,
contract (express or implied) and tort claims of all kinds, as well as all claims based on any
federal, state, or local law, statute, or regulation, excepting only claims under applicable
workers’compensation law and unemployment insurance claims. By way of example and not in limitation
of the foregoing, Arbitrable Claims shall include (to the fullest extent permitted by law) any
claims arising under Title VII of the Civil Rights Act of 1964, the Age Discrimination in
Employment Act, the Americans with Disabilities Act, and the California Fair Employment and Housing
Act, as well as any claims asserting wrongful termination, harassment, breach of contract, breach
of the covenant of good faith and fair dealing, negligent or intentional infliction of emotional
distress, negligent or intentional misrepresentation, negligent or intentional interference with
contract or prospective economic advantage, defamation, invasion of privacy, and claims related to
disability. The parties shall be eligible to recover in arbitration any and all types of relief
that would otherwise be available to them if they brought their claims in a judicial forum.




          (c) Procedure.




               1. Initiation. Arbitration of Arbitrable Claims shall be in accordance with the
Employment Rules and Mediation Procedures of the American Arbitration Association as amended (“AAA
Employment Rules”), as augmented in this Agreement. Arbitration shall be initiated as provided by
the AAA Employment Rules, although the written notice to the other party initiating arbitration
shall also include a statement of the claim(s) asserted and the facts upon which the claim(s) are
based. Either party may bring an action in court to compel arbitration under this Agreement and to
enforce an arbitration award.



               2. Binding Arbitration. Arbitration shall be final and binding upon the parties and
shall be the exclusive remedy for all Arbitrable Claims. Should one party select arbitration
pursuant to this Agreement, then no other party shall initiate or prosecute any lawsuit or
administrative action in any way related to any Arbitrable Claim.



               3. Venue. All arbitration hearings under this Agreement shall be conducted in Orange
County, California.



               4. Conduct of Arbitration Hearings. The parties incorporate by reference the
procedures for conduct of arbitration proceedings contained in the California Arbitration Act (Code
of Civil Procedure Sections 1282-1284.3 as augmented by this Agreement, with this Agreement being
controlling.



                    a. Discovery. In any arbitration proceeding under this Agreement, the parties shall
have the same rights to discovery as would be available in a proceeding in California Superior
Court, as provided in Section 1283.05 of the California Code of Civil Procedure.



                    b. Arbitrator’s Decision Must Be In Writing. The decision of the arbitrator shall be
in writing and shall include a statement of the essential conclusions and findings upon which the
decision is based.



 









 





          (d) Interpretation of Arbitration Provisions. The interpretation and enforcement of
this agreement to arbitrate shall be governed by the California Arbitration Act. THE PARTIES
HEREBY WAIVE ANY RIGHTS THEY MAY HAVE TO TRIAL BY JURY IN REGARD TO ARBITRABLE CLAIMS, INCLUDING WITHOUT LIMITATION ANY RIGHT TO TRIAL BY JURY AS TO THE
MAKING, EXISTENCE, VALIDITY, OR ENFORCEABILITY OF THE AGREEMENT TO ARBITRATE.




          (e) Arbitrator Selection and Authority. All disputes involving Arbitrable Claims
shall be decided by a single arbitrator. The arbitrator shall be selected by mutual agreement of
the parties within thirty (30) days of the effective date of the notice initiating the arbitration.
If the parties cannot agree on an arbitrator, then the complaining party shall notify the AAA and
request selection of an arbitrator in accordance with the AAA Employment Rules. The arbitrator
shall have only such authority to award equitable relief, damages, costs, and fees as a court would
have for the particular claim(s) asserted. The arbitrator shall have exclusive authority to
resolve all Arbitrable Claims, including, but not limited to, whether any particular claim is
arbitrable and whether all or any part of this Agreement is void or unenforceable.




          (f) Arbitration Fees. Notwithstanding Code of Civil Procedure Section 1284.2, the
Employer shall pay the expenses and fees of the arbitrator, together with other expenses of the
arbitration incurred or approved by the neutral arbitrator, but excluding an initial filing fee of
$100 (payable to AAA), and counsel fees or witness fees or other expenses incurred by a party for
his or own benefit. If the allocation of responsibility for payment of the arbitrator’s fees would
render the obligation to arbitrate unenforceable, the parties authorize the arbitrator to modify
the allocation as necessary to preserve enforceability.




          (g) Confidentiality. All proceedings and all documents prepared in connection with
any Arbitrable Claim shall be confidential and, unless otherwise required by law, the subject
matter thereof shall not be disclosed to any person other than the parties to the proceedings,
their counsel, witnesses and experts, the arbitrator, and, if involved, the court and court staff.
All documents filed with the arbitrator or with a court shall be filed under seal. The parties
shall stipulate to all arbitration and court orders necessary to effectuate fully the provisions of
this subsection concerning confidentiality.




          (h) Continuing Obligations. The rights and obligations of Executive and Employer set
forth in this Section on Arbitration shall survive the termination of Executive’s employment and
the expiration of 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 than those set forth
in this Agreement.







 









 








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



	 	 	 	 	 
	MULTIFAMILY INTERNET VENTURES, LLC


RealPage, Inc., Sole Member

 	 
	 
	/s/ Stephen T. Winn
 	 
	By: 	 
	Its: 	 
	 
	DIRK D. WAKEHAM

 	 
	 
	/s/ Dirk D. Wakeham
 	 
	an individual 	 
	 	 



 









 






EXHIBIT A




REALPAGE, INC.



NON-QUALIFIED STOCK OPTION AGREEMENT (SECOND SERIES)

UNDER THE

AMENDED AND RESTATED REALPAGE, INC. 1998 STOCK INCENTIVE PLAN



	 	 	 	 	 
	Grant Number:

	 	Second Series No. xx-xx-xx

	 
	 	 	 	 
	Date of Grant:

	 	                    , 200___

	 
	 	 	 	 
	Name of Optionee:

	 	xxx (the “Optionee”)

	 
	 	 	 	 
	Number of Shares:

	 	250,000	 	 
	 
	 	 	 	 
	Exercise Price Per Share:

	 	 $x.xx (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 RealPage, Inc. 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                     .



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 Article XVI 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, or (iii) if 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 her 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 her signature below, the Optionee agrees to the provisions of this Non-Qualified Stock
Option Agreement and acknowledges receipt of a copy of the Amended and Restated RealPage, Inc. 1998
Stock Incentive Plan.




	 	 	 	 	 	 	 
	OPTIONEE:	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Signature:
	 	 	 	 	 	 
	 	 	 	 	 
	Address:
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	Social Security Number:	 	 	 	 
	 

	 	 	 	 

	 	 







 











 







AMENDMENT TO EMPLOYMENT AGREEMENT




     This Amendment to Employment Agreement between Multifamily Internet Ventures LLC
(“Employer”) and Dirk D. Wakeham (“Executive”), is entered into this 12th day of
April, 2007.



RECITALS:




     WHEREAS, Employer and Executive entered into that certain Employment Agreement of even date
herewith (“Employment Agreement”); and



     WHEREAS, the parties now wish to amend certain provisions of the Employment Agreement.



     NOW THEREFORE, consideration of the mutual promises contained herein and for other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties
hereby agree as follows:




	 	1.	 	Amend the first sentence of Section 5(a), Base Salary, to read as follows:






	 	 	 	“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 Eighteen Thousand Seven Hundred
Fifty and no/100 Dollars per month, or Two Hundred Twenty-Five
Thousand Dollars (US$225,000) on an annualized basis (the base
salary, at the rate in effect from time to time, is hereinafter
referred to as the “Base Salary”).”






	 	2.	 	Except to the extent set forth herein, the terms and conditions of the
Employment Agreement are hereby ratified and confirmed.





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



MULTIFAMILY INTERNET VENTURES, LLC

RealPage, Inc., Sole Member




	 	 	 	 	 
	 	 
	/s/ Stephen T. Winn
 	 
	By: 	 
	Its: 	 
	 



DIRK D. WAKEHAM




	 	 	 	 	 
	 	 
	/s/ Dirk D. Wakeham
 	 
	an individual