Exhibit 10.1
    

    

    

    
      EMPLOYMENT AGREEMENT


    

    
                THIS
      EMPLOYMENT AGREEMENT (this “Agreement”), is made this 24th day of
      March 2014 by and between W. Bryan Hill, an individual resident of the
      State of Texas (the “Executive”), residing at 512
      Shelton Dr., Colleyville, TX 76034 and RealPage, Inc., a Delaware
      company (the “Employer”), located at 4000
      International Parkway, Carrollton, TX 75007. The Effective Date of this
      Agreement shall be May 15, 2014.
    

    
                WHEREAS,
      there has been no disruption in the employment relationship, and the
      Parties desire to enter into this Agreement setting forth the terms and
      conditions of the employment relationship between Executive and
      Employer; and
    

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

    
      1.        Employment and
      Consideration. Employer hereby agrees to employ Executive, and
      Executive hereby accepts such employment, on the terms and conditions
      hereinafter set forth.  In consideration of the promises of Executive
      contained in this Agreement, the Company agrees to employ Executive, and
      to provide Executive with confidential information of the Company
      necessary for the performance of his position.  
    

    
      2.        Employment
      Screening.  Executive has successfully
      completed a pre-employment consumer report verification, and the
      Employer new hire paperwork, each of which was to be conducted in
      accordance with applicable state and/or federal law.  Executive
      understands and agrees that he will be subject to Employer’s general
      policies and practices concerning applicants for senior executive
      positions and new senior executive employees.
    

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

    
      4.        Position and
      Duties.
    

    
                (a)       Office;
      Reporting; Duties.  During the Employment Period, Executive
      shall serve as Executive Vice President, Chief Financial Officer and
      Treasurer of Employer. Executive shall report directly to the Chief
      Executive Officer or such other executive as the Chief Executive Officer
      of RealPage shall designate (“Supervisory Executive”).  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 Supervisory Executive, provided that such other powers
      and duties are consistent with the scope, dignity and perquisites of
      Executive’s position within the management structure of RealPage.
    

    
      
        

        

      

      
        
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                (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, and (iii) give speeches and make media
      appearances in his individual capacity to discuss matters of public
      interest (so long as such shall not involve any illegal conduct), so
      long as the foregoing activities comply with the RealPage, Inc. Code of
      Business Conduct and Ethics and do not interfere materially with the
      performance of Executive’s responsibilities for Employer.
    

    
      5.        Place of
      Performance.  Executive shall perform his duties for Employer
      from the offices of Employer, located at 4000 International Parkway,
      Carrollton, Texas  75007 or such other locations within a twenty-five
      (25) mile radius of such Place of Performance.
    

    
      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 TWENTY-EIGHT THOUSAND
      SIX HUNDRED THREE HUNDRED AND THIRTY THREE DOLLARS AND THIRTY-THREE
      CENTS ($28,333.33 U.S.) per month, or THREE HUNDRED FOURTY THOUSAND
      DOLLARS ($340,000 U.S.) 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.  During the
      Employment Period, the Base Salary shall be reviewed no less frequently
      than annually (commencing in 2015) 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.  Executive shall be eligible for an annual bonus under
      the terms of the RealPage Management Incentive Plan (“MIP
      Target”) of 50% of his Base Salary for achievement of MIP Target
      at 100%. 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.  Annual Bonuses
      shall be paid according to the RealPage Management Incentive Plan.
    

    
                (c)       Equity
      Grants.  Under the terms and conditions of the RealPage, Inc.
      Amended and Restated 2010 Equity Incentive Plan (the “Plan”)
      and subject to Compensation Committee approval, Executive, shall be
      granted an option to purchase 15,000 shares of RealPage common stock (Stock
      Option Grant”), pursuant to a Notice of Stock Option Grant in
      the form attached as Exhibit I hereto; and 7,500 shares of
      RealPage restricted stock (“Restricted Stock Grant”)
      pursuant to a Restricted Stock Agreement in the form attached as Exhibit
      II hereto. In addition, all prior equity grants shall be amended to
      provide for an acceleration of vesting upon a change in control, death
      or disability.
    

    
      
        

        

      

      
        
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                (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, including an additional $3500 payment towards medical expenses.
    

    
                (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 RealPage.
    

    
      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
      condition and, if reasonable accommodation is required by law, after any
      reasonable accommodation, 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 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.
    

    
      
        

        

      

      
        
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      (d)       Good Reason.  For
      purposes of this Agreement, “Good Reason” shall mean,
      without Executive’s written consent: (i) there is a material reduction
      of the level of Executive’s compensation (excluding any bonuses), (ii)
      there is a material reduction in Executive’s overall responsibilities or
      authority, or scope of duties, it being understood that a reduction in
      Executive’s responsibilities or authority following a Change of Control
      shall not constitute Good Reason unless there also occurs a demotion in
      Executive’s title or position; or (iii) a material change in the
      geographic location at which Executive must perform his services (except
      as provided in Section 5 above); provided, that in no instance will the
      relocation of Executive to a facility or a location of ten (10) miles or
      less from Executive’s then current office be deemed material for
      purposes of this Agreement.  
    

    
      In the event of a resignation for Good Reason, Executive must provide
      Employer with written notice of the acts or omissions constituting the
      grounds for Good Reason within ninety (90) days of the initial existence
      of the grounds for Good Reason and a reasonable opportunity for the
      Company to cure the conditions giving rise to such Good Reason, which
      shall not be less than thirty (30) days following the date of notice
      from Executive.  If Employer cures the conditions giving rise to such
      Good Reason within thirty (30) days of the date of such notice,
      Executive will not be entitled to severance payments and/or benefits
      contemplated by Section 9(a) above if Executive thereafter
      resigns from Employer based on such grounds.  
    

    
      (e)       Other Terminations.  Notwithstanding
      the foregoing provisions, Employer may terminate Executive’s employment
      at any time, for any reason, with or without cause, and Executive may
      terminate his employment at any time, with or without cause, in
      accordance with applicable state and federal law.  The parties
      acknowledge that Executive is an at-will employee of Employer.
    

    
      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 or through expiration
      of the Term) 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.
    

    
      
        

        

      

      
        
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      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) twelve (12) equal
      monthly installments of an amount per installment equal to one
      twenty-fourth of Executive’s Base Salary (determined as of the Date of
      Termination), (ii) and if applicable, where Employer has been party to a
      Business Combination Transaction, and such termination occurs within
      twelve (12) months of the Business Combination Transaction, (a) twelve
      (12) equal monthly installments of an amount per installment equal to
      one twelfth of Executive’s base Salary; (b) benefits shall continue for
      twelve (12) months; and (c) shall be paid the full Target Bonus
      (determined as of the Date of Termination), and (iii) 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) and 9(a)(ii)
      shall be payable if and only if the Executive shall have executed on or
      before the 30th day following the Date of Termination (or
      other later date specified by Employer) a full Release and Covenant not
      to sue the Employer and its employees, officers, directors and
      stockholders in the form provided by Employer.  For purposes of this
      Agreement, a “Business Combination Transaction” shall be deemed to mean
      a transaction that results in: A. a merger or consolidation of the
      Employer with or into another entity in which the Employer shall not be
      the surviving entity; B. a dissolution of the Employer; C. a transfer of
      all or substantially all of the assets of the Employer in one
      transaction or a series of related transactions to one or more other
      persons or entities; or D. any “person” or “group” (as those terms are
      used in Sections 13(d) and 14(d) of the 1934 Act), other than Seren
      Capital L.P. and Stephen T. Winn or any Affiliate of Stephen T. Winn, or
      a trustee or other fiduciary holding securities under an employee
      benefit plan of the Employer, becoming the “beneficial owner” (as
      defined in Rule 13d-3 of the 1934 Act), directly or indirectly, of
      securities of the Employer representing 40% or more of the combined
      voting power of the Employer’s then outstanding securities.
    

    
      (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.
    

    
      
        

        

      

      
        
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      11.       Confidentiality,
      Non-Compete, 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) without the specific written consent of
      Employer and shall use Employer Confidential Information solely for the
      benefit of Employer.  For a period of five (5) years following the
      termination of Executive’s employment with the Company (regardless of
      whether termination is voluntary or involuntary and with or without
      cause), Executive will not, without the written consent of the Company,
      use, disclose, reproduce, or distribute any of the Company’s
      Confidential Information.
    

    
      (b)       Definition of
      Confidential Information.  For purposes of this Agreement, Employer
      “Confidential Information” shall mean all information,
      regardless of its form or format, about the Company, its Customers and
      employees that is not readily accessible to the public and not a matter
      of common knowledge in the Company’s business trade or industry and that
      is disclosed to or learned by Executive as a direct or indirect
      consequence of or through Executive’s employment with Employer – about
      Employer, its parents or subsidiaries, including information about
      Employer’s technology, finances, business methods, plans, operations,
      services, products and processes (whether existing or contemplated), or
      any of its executives, clients, agents or suppliers, 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)          Covenant
      Not To Compete.  Executive hereby agrees that
      during employment and for a period of one year thereafter (the “Restricted
      Period”) (other than on behalf of employer or its affiliates),
      Executive shall not provide the same or substantially the same services
      to a Competing Business anywhere in the Restricted Area, regardless of
      whether these services are provided as a principle, agent, employee
      executive, consultant, or volunteer, provided, however, that mere
      ownership of securities having no more than one percent of the
      outstanding voting power of any Competing Business 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
      Agreement so long as Executive otherwise complies with the terms of this
      provision.    
    

    
       “Restricted Area” shall mean each and every current market throughout
      the United States in which Employer conducts business.  The term
      “Restricted Area” shall also include any potential markets that
      Executive is directly or indirectly involved in helping develop on
      behalf of Employer during the 12 months immediately preceding his
      termination of employment.  The term “Competing Business” shall have the
      same definition as set forth in Section (d) below.
    

    
      
        

        

      

      
        
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      (d)       Non-Solicitation of
      Customers.  Executive hereby agrees that, during the Employment
      Period and for a period of  one year 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:
    

    
       (i) solicit any business from, or attempt to sell any products or
      services, or to call upon or solicit any customer or client of the
      Company then-existing, or any Past customer of Employer, or any
      affiliate of Employer that Executive had direct or indirect contact
      while employed with Employer;
    

    
      (ii) assist, cooperate or encourage any third party to do any of the
      foregoing.  
    

    
      For purposes of this Section 11(c) and (d), the term "Past"
      customer or "Past" licensee shall refer to any former
      customer or licensee of Employer or any affiliate within one year of
      their having ceased to be a customer or licensee of Employer or any
      affiliate.  “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 "single
      family or multi-tenant real estate management applications" and
      are generally used at apartment communities by personnel engaged in the
      operation, screening, call center, leasing, pricing, promotion and
      maintenance of apartment units.  Without limitation of the foregoing,
      single family or multi-tenant real estate management applications, data
      bases, software and services shall include software used in prospecting,
      selling or 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, vendor screening and vendor compliance services, providing
      energy management or convergent billing services and producing,
      soliciting and/or assisting with the solicitation of insurance products
      or services or developing, marketing or selling a single family or
      multi-tenant vendor network solution.
    

    
      (e)       Non-Solicitation of
      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:
    

    
       (i) solicit any business from, or attempt to sell any products or
      services, or to call upon or solicit any licensee of the Company
      then-existing, or any Past licensee of Employer, or any affiliate of
      Employer that Executive had direct or indirect contact while employed
      with Employer;
    

    
      (ii) assist, cooperate or encourage any third party to do any of the
      foregoing.  
    

    
      
        

        

      

      
        
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      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 one year 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, solicit or induce any of
      Employer's or any affiliate’s then-existing employees, representatives,
      consultants or agents to give up employment with or representation 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, utilize
      Employer Confidential information 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 or any affiliate 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 or any affiliate,
      their products or services, or their 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.
    

    
      12.       Reasonableness of
      Restrictions.  Executive understands and acknowledges that
      Employer would not have entered into the Employment Agreement, unless
      and until it had secured from Executive assurance that Executive would
      become and remain, until the Date of Termination, as an Executive of
      Employer in accordance with the terms and conditions hereof including
      the specific restriction on disclosure of confidential information in
      accordance with the terms of Section 11 hereof.  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 “Employer” shall mean Employer
      as hereinbefore defined and any successor to the business and/or assets
      as aforesaid which executes and delivers the agreement provided for in
      this Section 13 or which otherwise becomes bound by all the terms and
      provisions of this Agreement by operation of law.
    

    
      
        

        

      

      
        
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      (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 deprived either party of a material part of what it bargained for in
      entering in this Agreement.
    

    
      
        

        

      

      
        
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      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.       Confidential
      Information and Invention Assignment.  Executive shall execute
      and deliver a Confidential Information, Invention Assignment and
      Arbitration Agreement in the form attached as Exhibit III
      hereto.
    

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

    
      21.       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.
    

    
      22.       Applicable Law,
      Venue, Jurisdiction and Arbitration.  This Agreement shall be
      governed, construed, and enforced in accordance with the laws of the
      State of Texas, or U.S. federal law when applicable and supreme (without
      regard to the principles of conflicts of law).  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
      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.  
    

    
      (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
      Executive’s employment or termination thereof by either party,
      including, without limitation, all disputes arising under this
      Agreement, ("Arbitrable Claims") to binding
      arbitration in Denton County, Texas, pursuant to the rules of the
      American Arbitration Association and the arbitration rules set forth in
      Texas Code of Civil Procedure (the “Rules”).   The arbitrator shall
      administer and conduct any arbitration in accordance with Texas law,
      including the Texas Code of Civil Procedure, or U.S. federal law when
      applicable and supreme.  To the extent that the AAA Employment Rules
      conflict with Texas or U.S. federal law, Texas or U.S. federal law shall
      take precedence.   All persons and entities specified in this Section
      (other than Employer and Executive) shall be considered third-party
      beneficiaries of the rights and obligations created by this Section on
      Arbitration.  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.
    

    
      
        

        

      

      
        
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      (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, 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. Executive understands
      that this Agreement does not prohibit him from pursuing an
      administrative claim with a local, state, or federal administrative body
      or government agency that is authorized to enforce or administer laws
      related to employment, including, but not limited to, the Department of
      Fair Employment and Housing, the Equal Employment Opportunity
      Commission, the National Labor Relations Board, or the Workers’
      Compensation Appeals Board.  This Agreement does, however, preclude
      Executive from pursuing court action regarding any such claim, except as
      permitted by law.
    

    
      (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 forum for all
      Arbitrable Claims, except for any appeals or enforcement of an
      arbitration award. Should one party select arbitration pursuant to this
      Agreement, then no other party shall initiate or prosecute any lawsuit
      or administrative action on overlapping issues of law or fact, unless
      the rights or obligations of third parties not subject to being
      determined in such arbitration are affected or must be determined in
      order for there to be a complete determination of the controversy, in
      which event the arbitration may be stayed or dismissed pending
      determination of the parties’ rights in a different forum where
      appropriate third parties are joined.
    

    
      
        

        

      

      
        
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      3.  Venue.  All arbitration hearings under this
      Agreement shall be conducted in Denton County, Texas.
    

    
      4.  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)       Waiver
      of Jury Trial.  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.  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, tax and financial advisors and immediate family members of
      Executive, 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.
    

    
      
        

        

      

      
        
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                (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.
    

    
      23.       Section 409A.
    

    
      1.  Notwithstanding anything to the contrary in this Agreement,
      if Executive is a “specified employee” within the meaning of Section
      409A of the Internal Revenue Code of 1986, as amended (the “Code”)
      and the final regulations and any guidance promulgated thereunder (“Section
      409A”) at the time of Executive’s termination (other than due to
      death), and the severance payable to Executive, if any, pursuant to this
      Agreement, when considered together with any other severance payments or
      separation benefits which may be considered deferred compensation under
      Section 409A (together, the “Deferred Compensation Separation
      Benefits”) will not and could not under any circumstances,
      regardless of when such termination occurs, be paid in full by March 15
      of the year following Executive’s termination, then only that portion of
      the Deferred Compensation Separation Benefits which do not exceed the
      Section 409A Limit (as defined below) may be made within the first six
      (6) months following Executive’s termination of employment in accordance
      with the payment schedule applicable to each payment or benefit.  For
      these purposes, each severance payment is hereby designated as a
      separate payment and will not collectively be treated as a single
      payment.  Any portion of the Deferred Compensation Separation Benefits
      in excess of the Section 409A Limit shall accrue and, to the extent such
      portion of the Deferred Compensation Separation Benefits would otherwise
      have been payable within the first six (6) months following Executive’s
      termination of employment, will become payable on the first payroll date
      that occurs on or after the date six (6) months and one (1) day
      following the date of Executive’s termination.  All subsequent Deferred
      Compensation Separation Benefits, if any, will be payable in accordance
      with the payment schedule applicable to each payment or
      benefit.  Notwithstanding anything herein to the contrary, if Executive
      dies following his termination but prior to the six (6) month
      anniversary of his termination, then any payments delayed in accordance
      with this paragraph will be payable in a lump sum as soon as
      administratively practicable after the date of Executive’s death and all
      other Deferred Compensation Separation Benefits will be payable in
      accordance with the payment schedule applicable to each payment or
      benefit.
    

    
      2.  The foregoing provision is intended to comply with the
      requirements of Section 409A so that none of the severance payments and
      benefits to be provided hereunder will be subject to the additional tax
      imposed under Section 409A, and any ambiguities herein will be
      interpreted to so comply.  Employer and Executive agree to work together
      in good faith to consider amendments to this Agreement and to take such
      reasonable actions which are necessary, appropriate or desirable to
      avoid imposition of any additional tax or income recognition prior to
      actual payment to Executive under Section 409A.
    

    
      3.  For purposes of this Agreement, “Section
      409A Limit” will mean the lesser of two (2) times: (A) Executive’s
      annualized compensation based upon the annual rate of pay paid to
      Executive during the Employer’s taxable year preceding Employer’s
      taxable year of Executive’s termination of employment as determined
      under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal
      Revenue Service guidance issued with respect thereto; or (B) the maximum
      amount that may be taken into account under a qualified plan pursuant to
      Section 401(a)(17) of the Code for the year in which Executive’s
      employment is terminated.
    

    
      
        

        

      

      
        
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      24.       Entire Agreement.  This
      Agreement, including the Notice of Stock Option Grant attached as Exhibit
      I, the , the Restricted Stock Agreement attached as Exhibit II, and
      the Confidential Information, Invention Assignment and Arbitration
      Agreement attached as Exhibit III, sets forth the entire
      agreement of the parties hereinafter 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.
    

    

    

    
      [SIGNATURE PAGE FOLLOWS]




    

    
      
        

        

      

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

    

    


    	
           
        	
          
            REALPAGE, INC.
          

        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	
          
            By:
          

        	
          
            /s/ Stephen T. Winn
          

        
	

        	
          
            Name: Stephen T. Winn
          

        
	

        	
          Title: Chief Executive Officer
        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	
          EXECUTIVE:
        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	
          
            /s/ W. Bryan Hill
          

        
	

        	
          
            W. Bryan Hill
          

        


    

    
      

      

      

      

      (Signature Page – Employment Agreement)
    

    

    

    
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