exv10w50






EXHIBIT 10.50




EMPLOYMENT AGREEMENT




     THIS EMPLOYMENT AGREEMENT (this “Agreement”), is made this 8th day of January, 2008 (the
“Effective Date”) by and between Jason Lindwall, an individual resident of the State of
Massachusetts, (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; and



     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 as soon as possible, but in no event later than
April 1, 2008 (“Start 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) Start Date. The Effective Date of this Agreement (“Effective Date”), and the Start Date
for Executive’s employment shall commence as soon as possible, but in no event later than April 1,
2008.



          (b) Office; Reporting; Duties. During the Employment Period, Executive shall serve as
Chief Operating Officer 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.



 









 





          (c) 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) make and 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.
Executive shall relocate to Employer’s headquarters office no later than April 1, 2008. Within
thirty (30) days prior to the earlier of (a) Executive’s anticipated relocation or (b) Executive’s
family’s anticipated relocation, Employer will pay Executive One Hundred Thousand Dollars (US
$100,000.00), subject to Employer’s customary payroll practices and legal requirements regarding
withholding, toward reimbursement of the cost of his relocation. This payment is intended to cover
the cost of relocation, but does not contemplate Employer paying commissions, points or other costs
associated with buying or selling a home. Such payment shall be made regardless of the actual
relocation costs incurred or to be incurred by Executive, and Executive shall not be required to
provide receipts or other evidence of relocation expenses incurred.



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 Thirty Thousand Dollars (US $230,000.00) 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 in 2008) to
determine whether or not the same should be increased in light of the duties, responsibilities and
performance of Executive and other relevant factors.



          (b) Annual Bonus. Beginning in 2008, Executive shall be eligible for an annual bonus
(the “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 an additional
50% of his Base Salary if the performance criteria stipulated in the Plan is exceeded. As
compensation for services rendered during the Employment Period, Executive shall be eligible to
participate in the Plan on terms no less favorable than other senior executives of Employer. 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. During the calendar year 2008, Employer agrees that, regardless
of the terms and conditions of the Plan, Executive shall be paid an Annual Bonus of not



 









 




less than One Hundred Thousand Dollars (US $100,000.00) based on a 365-day year, and payable
in four equal installments, to be paid within forty-five (45) days after the last day of each
quarter in 2008, consistent with the payment of all Annual Bonuses pursuant to the Plan
(“Installments”). Each Installment shall be prorated based on the actual number of days
Executive was employed by Employer during the applicable quarter.




          (c) Grant of Option to Purchase Common Stock. The President shall recommend to the
Compensation Committee of Employer’s Board of Directors that it should grant to Executive, an
option (the “Option”) to purchase Three Hundred Thousand (300,000) shares of common stock of
Employer (“Common Stock”) with a grant date as of the date of the Committee’s action and an
exercise price of not less or greater than the fair market value 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 “Stock Incentive Plan”) and the Non-Qualified -Stock Option Agreement issued
pursuant to the Stock Incentive 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 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.


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, guilty plea, or no
contest plea of a felony, and/or probation, subjection to fines, or receipt of a suspended or
deferred sentence in court for acts constituting a felony; (ii) Executive’s knowingly 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 material
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 knowingly 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; (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 (in no case, however, shall
Employer be required to give more than one notice as to a particular type of failure). With regard
to any termination pursuant to clauses (iv) and/or (v) of the preceding sentence, Executive shall
not be terminated unless Executive has been given written notice of such breach and has failed to
cure such breach within ten (10) days after receipt of such notice.




          (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, (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 7(e), immediately upon
written notice delivered by the terminating party to the other, unless such notice designates a
different termination date.



 









 




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 (or, in the event of Executive’s
death or Disability, Executive’s executor or legal representative) 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.


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 confidential or
proprietary 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.




          (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 employer. Executive
represents to Employer that (s)he will not use or otherwise exploit third party confidential or
proprietary information in the performance of his/her 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 six (6) months
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)
directly or indirectly, in a Competing Business (as defined below) anywhere in the territory of the
United States, or, without the prior consent of Employer, directly or indirectly, 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 sub-section 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, 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, 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, and communicating via the Internet with applicants, residents, service
providers, suppliers and advertising providers, providing utility billing management solutions,
providing electronic payment solutions or marketing resident insurance solutions. 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 directly or indirectly, 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 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 11(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.



          (f) Non-Interference with Employees. Executive hereby agrees, during the Restricted
Period, not to, directly or indirectly, hire or retain, attempt to hire or retain, any of
Employer’s then-existing or Past officers, executives, employees, representatives, consultants or
agents, not to induce any such 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. For purposes of this Section 11(f), the term “Past”
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, directly or indirectly, 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 Employer and any of the technology
or distribution companies with whom the Employer has strategic relationships.



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



          (i) Injunctive Relief. Executive recognizes and agrees that the injury the Employer
will suffer in the event of a breach of this Section 11 may cause the Employer 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 Employer, 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.



          (j) Certain Existing Arrangements. Employer acknowledges that Executive has informed
it that Executive is an investor, partner, member or shareholder in (i) various entities affiliated
with Aspen Square Management, Inc., a Massachusetts corporation that is a customer



 









 




and/or licensee of Employer (collectively, with its affiliates and subsidiaries, “Aspen”), and
(ii) Investment Instruments Corporation, a Massachusetts corporation (collectively, with its
affiliates and subsidiaries, “IIC”). In addition, Executive has informed Employer that Executive
is a former employee of Johnson Real Estate Investors, an affiliate of Aspen. Employer hereby
(i) consents to the receipt by Executive of income generated as a result of such investments,
(ii) agrees that Executive may consult and communicate with, advise and/or provide technical
assistance to Aspen from Employer’s Carrollton, Texas, office in order to assist Aspen with the
replacement of Executive, the training of such replacement and the continued smooth operation
Aspen’s technology department from time to time until such time as Executive’s replacement is fully
trained (“Transition Services”), so long the same does not interfere with the performance
of Executive’s duties for and obligations to Employer, and Executive’s provision of such Transition
Services will cease no later than July 31, 2008, (iii) agrees that Executive may consult and
communicate with and advise IIC for the purpose of keeping informed with regard to Executive’s
investment and maximizing Executive’s return on his investment in IIC, so long the same does not
interfere with the performance of Executive’s duties for and obligations to Employer; and
(iv) agrees that the foregoing will not violate or be deemed to violate the terms and provisions of
this Agreement, including, without limitation, Sections 11(d), 11(e) and 21.




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, 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.


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 (“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 “Employee” 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. 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 deprive either party of a material part of what it
bargained for in entering in this Agreement.



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 (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; and
(iv) that during Executive’s employment by 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 governed,
construed, and enforced in accordance with the laws of the State of Texas (without regard to the
principles of conflicts of law). This Agreement has been entered into in Denton County, Texas and
it shall be performable for all purposes in Denton County, Texas. 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 Denton or Dallas County, Texas, 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. Executive and Employer shall
each 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 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.



	 	 	 	 	 
	REALPAGE, INC.

 	 
	/s/ Stephen T. Winn
 	 	 	 
	By:             Stephen T. Winn 	 	 
	Its:            CEO 	 	 
	 
	 	 	 
	                        /s/ Jason Lindwall
 	 	 
	Jason Lindwall, 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:

	 	xx,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 (December 15, 2006) 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 Section 11.03 of the Plan.
Optionee acknowledges and further 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 the thirty (30) day period
designated for exercise under Section 16.01(a) of the Plan after the Voluntary Termination or
(iii) if Optionee engages in any Acts Harmful to the Interest of the Corporation within the thirty
(30) day period designated for exercise under Section 16.01(a) of the Plan after 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 (December 15, 2006)
RealPage, Inc. 1998 Stock Incentive Plan.




	 	 	 	 	 
	OPTIONEE:

 	 
	Signature:  	 	 
	Address:  	 	 
	 	 	 
	 	 	 



	 	 	 	 	 
	Social Security Number: