Exhibit 10.2





Exhibit 10.2




EMPLOYMENT AGREEMENT




THIS EMPLOYMENT AGREEMENT (this “Agreement”), is made this 5th day of July, 2011 (the
“Effective Date”) by and between Kurt Twining, an individual resident of the State of Texas
(the “Executive”), residing at 9 Ryddington Place, Dallas, TX 75230 and RealPage,Inc., a
Delaware company (the “Employer”), located at 4000 International Parkway, Carrollton, TX
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; 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 drug test,
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 Chief People Officer 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.



(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-One Thousand Six Hundred Sixty-Six and 67/100 Dollars ($21,666.67) per month, or
Two Hundred Sixty Thousand and No/100 Dollars (US$260,000.00) 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 2012) 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. For 2011, Executive shall be
guaranteed 50% of his actual earned and received Base Salary.



(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 Thirty Thousand (30,000) 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 Twenty Thousand (20,000) shares of RealPage
restricted stock (“Restricted Stock Grant”) pursuant to a Restricted Stock Agreement in the
form attached as Exhibit II hereto.


 


-2-









 





(d) Expenses and Vacations. Employer, according to its standard travel policy, shall
reimburse Executive for all reasonable, in-policy business expenses upon the presentation of
itemized statements of such expenses. Executive shall be entitled to three (3) weeks paid vacation
per year, in accordance with Employer’s vacation policy and practice applicable to senior
executives of Employer.



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



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


 


-3-









 





(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) (except where there is a general reduction applicable to the
management team generally), (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.


 


-4-









 





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-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, twelve (12)
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 (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.


 


-5-









 





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-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 three (3) years 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.


 


-6-









 





“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.



(d) Non-Solicitation of Customers. Executive hereby agrees that, during the
Employment Period and for a period of three (3) years 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 two (2)
years 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.


 


-7-









 





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 two (2) years 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.


 


-8-









 





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.



(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.


 


-9-









 





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.



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.


 


-10-









 





(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.



(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.


 


-11-









 





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.



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.


 


-12-









 





(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.


 


-13-









 





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.



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]



 


-14-









 







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/ Kurt Twining	 	 
	 	 	Kurt Twining	 	 






(Signature Page — Employment Agreement)




 


-15-









 







EXHIBIT I




REALPAGE, INC.




NOTICE OF STOCK OPTION GRANT

UNDER THE

REALPAGE, INC. AMENDED AND RESTATED 2010 EQUITY INCENTIVE PLAN



 


-16-









 







REALPAGE, INC.




2010 EQUITY INCENTIVE PLAN




STOCK OPTION AWARD AGREEMENT




Unless otherwise defined herein, the terms defined in the RealPage, Inc. 2010 Equity Incentive Plan
(the “Plan”) will have the same defined meanings in this Stock Option Award Agreement (the “Award
Agreement”).



NOTICE OF STOCK OPTION GRANT




Participant Name:



Address:




You have been granted an Option to purchase Common Stock of RealPage, Inc. (the “Company”), subject
to the terms and conditions of the Plan and this Award Agreement, as follows:



	 	 	 
	Grant Number

	 	                                                            
	 
	 	 
	Date of Grant

	 	                                                            
	 
	 	 
	Vesting Commencement Date

	 	                                                            
	 
	 	 
	Exercise Price per Share

	 	$                                                            
	 
	 	 
	Total Number of Shares Granted

	 	                                                            
	 
	 	 
	Total Exercise Price

	 	$                                                            
	 
	 	 
	Type of Option:

	 	           Incentive Stock Option

           Nonstatutory Stock Option
	 
	 	 
	Term/Expiration Date:

	 	                                                            





 


-17-









 





Vesting Schedule:



Subject to any acceleration provisions contained in the Plan or set forth below, this Option
may be exercised, in whole or in part, in accordance with the following schedule:



Five percent (5%) of the Shares subject to the Option shall vest each quarter beginning on the
first day of the calendar quarter immediately following the vesting commencement date for fifteen
(15) consecutive calendar quarters, and the remaining twenty-five percent (25%) of the Shares
subject to the Option shall vest on the first day of the next following calendar quarter so that
the Option shall be fully vested on the first calendar day of the sixteenth consecutive calendar
quarter following the vesting commencement date, subject to Optionee continuing to be a service
provider of the Company or a parent or subsidiary of the Company through each such vesting date.



Termination Period:



This Option will be exercisable for three (3) months after Participant ceases to be a Service
Provider, unless such termination is due to Participant’s death or Disability, in which case this
Option will be exercisable for twelve (12) months after Participant ceases to be Service Provider.
Notwithstanding the foregoing, in no event may this Option be exercised after the Term/Expiration
Date as provided above and may be subject to earlier termination as provided in Section 14 of the
Plan or Section 20 of Exhibit A hereto.



By Participant’s signature and the signature of the Company’s representative below,
Participant and the Company agree that this Option is granted under and governed by the terms and
conditions of the Plan and this Award Agreement, including the Terms and Conditions of Stock Option
Grant, attached hereto as Exhibit A, all of which are made a part of this document.
Participant has reviewed the Plan and this Award Agreement in their entirety, has had an
opportunity to obtain the advice of counsel prior to executing this Award Agreement and fully
understands all provisions of the Plan and Award Agreement. Participant hereby agrees to accept as
binding, conclusive and final all decisions or interpretations of the Administrator upon any
questions relating to the Plan and Award Agreement. Participant further agrees to notify the
Company upon any change in the residence address indicated above.



	 	 	 	 	 	 	 
	PARTICIPANT:

	 	 	 	REALPAGE, INC.
	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Signature

	 	 	 	By	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Print Name

	 	 	 	Title	 	 





 


-18-









 





EXHIBIT A




TERMS AND CONDITIONS OF STOCK OPTION GRANT




1. Grant of Option. The Company hereby grants to the Participant named in the Notice
of Grant attached as Part I of this Award Agreement (the “Participant”) an option (the “Option”) to
purchase the number of Shares, as set forth in the Notice of Grant, at the exercise price per Share
set forth in the Notice of Grant (the “Exercise Price”), subject to all of the terms and conditions
in this Award Agreement and the Plan, which is incorporated herein by reference. Subject to
Section 19 of the Plan, in the event of a conflict between the terms and conditions of the Plan and
the terms and conditions of this Award Agreement, the terms and conditions of the Plan will
prevail.



If designated in the Notice of Grant as an Incentive Stock Option (“ISO”), this Option is
intended to qualify as an ISO under Section 422 of the Internal Revenue Code of 1986, as amended
(the “Code”). However, if this Option is intended to be an ISO, to the extent that it exceeds the
$100,000 rule of Code Section 422(d) it will be treated as a Nonstatutory Stock Option (“NSO”).
Further, if for any reason this Option (or portion thereof) will not qualify as an ISO, then, to
the extent of such nonqualification, such Option (or portion thereof) shall be regarded as a NSO
granted under the Plan. In no event will the Administrator, the Company or any Parent or
Subsidiary or any of their respective employees or directors have any liability to Participant (or
any other person) due to the failure of the Option to qualify for any reason as an ISO.



2. Vesting Schedule. Except as provided in Section 3, the Option awarded by this
Award Agreement will vest in accordance with the vesting provisions set forth in the Notice of
Grant. Shares scheduled to vest on a certain date or upon the occurrence of a certain condition
will not vest in Participant in accordance with any of the provisions of this Award Agreement,
unless Participant will have been continuously a Service Provider from the Date of Grant until the
date such vesting occurs.



3. Administrator Discretion. The Administrator, in its discretion, may accelerate the
vesting of the balance, or some lesser portion of the balance, of the unvested Option at any time,
subject to the terms of the Plan. If so accelerated, such Option will be considered as having
vested as of the date specified by the Administrator.



4. Exercise of Option.



(a) Right to Exercise. This Option may be exercised only within the term set out in
the Notice of Grant, and may be exercised during such term only in accordance with the Plan and the
terms of this Award Agreement.



(b) Method of Exercise. This Option is exercisable by delivery of an exercise notice,
in the form attached as Exhibit B (the “Exercise Notice”) or in a manner and pursuant to
such procedures as the Administrator may determine, which will state the election to exercise the
Option, the number of Shares in respect of which the Option is being exercised (the “Exercised
Shares”), and such other representations and agreements as may be required by the Company
pursuant to the provisions of the Plan. The Exercise Notice will be completed by Participant and
delivered to the Company. The Exercise Notice will be accompanied by payment of the aggregate
Exercise Price as to all Exercised Shares together with any applicable tax withholding. This
Option will be deemed to be exercised upon receipt by the Company of such fully executed Exercise
Notice accompanied by such aggregate Exercise Price.


 


-19-









 





5. Method of Payment. Payment of the aggregate Exercise Price will be by any of the
following, or a combination thereof, at the election of Participant.



(a) cash;



(b) check;



(c) consideration received by the Company under a formal cashless exercise program adopted by
the Company in connection with the Plan; or



(d) surrender of other Shares which have a Fair Market Value on the date of surrender equal to
the aggregate Exercise Price of the Exercised Shares, provided that accepting such Shares, in the
sole discretion of the Administrator, will not result in any adverse accounting consequences to the
Company.



6. Tax Obligations.



(a) Withholding Taxes. Notwithstanding any contrary provision of this Award
Agreement, no certificate representing the Shares will be issued to Participant, unless and until
satisfactory arrangements (as determined by the Administrator) will have been made by Participant
with respect to the payment of income, employment and other taxes which the Company determines must
be withheld with respect to such Shares. To the extent determined appropriate by the Company in
its discretion, it will have the right (but not the obligation) to satisfy any tax withholding
obligations by reducing the number of Shares otherwise deliverable to Participant. If Participant
fails to make satisfactory arrangements for the payment of any required tax withholding obligations
hereunder at the time of the Option exercise, Participant acknowledges and agrees that the Company
may refuse to honor the exercise and refuse to deliver Shares if such withholding amounts are not
delivered at the time of exercise.



(b) Notice of Disqualifying Disposition of ISO Shares. If the Option granted to
Participant herein is an ISO, and if Participant sells or otherwise disposes of any of the Shares
acquired pursuant to the ISO on or before the later of (i) the date two (2) years after the Grant
Date, or (ii) the date one (1) year after the date of exercise, Participant will immediately notify
the Company in writing of such disposition. Participant agrees that Participant may be subject to
income tax withholding by the Company on the compensation income recognized by Participant.


 


-20-









 





(c) Code Section 409A. Under Code Section 409A, an option that vests after December
31, 2004 (or that vested on or prior to such date but which was materially modified after October
3, 2004) that was granted with a per Share exercise price that is determined by the
Internal Revenue Service (the “IRS”) to be less than the Fair Market Value of a Share on the
date of grant (a “Discount Option”) may be considered “deferred compensation.” A Discount Option
may result in (i) income recognition by Participant prior to the exercise of the option, (ii) an
additional twenty percent (20%) federal income tax, and (iii) potential penalty and interest
charges. The Discount Option may also result in additional state income, penalty and interest
charges to the Participant. Participant acknowledges that the Company cannot and has not
guaranteed that the IRS will agree that the per Share exercise price of this Option equals or
exceeds the Fair Market Value of a Share on the Date of Grant in a later examination. Participant
agrees that if the IRS determines that the Option was granted with a per Share exercise price that
was less than the Fair Market Value of a Share on the date of grant, Participant will be solely
responsible for Participant’s costs related to such a determination.



7. Rights as Stockholder. Neither Participant nor any person claiming under or
through Participant will have any of the rights or privileges of a stockholder of the Company in
respect of any Shares deliverable hereunder unless and until certificates representing such Shares
will have been issued, recorded on the records of the Company or its transfer agents or registrars,
and delivered to Participant. After such issuance, recordation and delivery, Participant will have
all the rights of a stockholder of the Company with respect to voting such Shares and receipt of
dividends and distributions on such Shares.



8. No Guarantee of Continued Service. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE
VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE
PROVIDER AT THE WILL OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING
PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THE OPTION OR ACQUIRING SHARES
HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AWARD AGREEMENT, THE TRANSACTIONS
CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR
IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY
PERIOD, OR AT ALL, AND WILL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE
COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) TO TERMINATE PARTICIPANT’S
RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.



9. Address for Notices. Any notice to be given to the Company under the terms of this
Award Agreement will be addressed to the Company, in care of its Chief Legal Officer at RealPage,
Inc. ,4000 International Parkway, Carrollton, Texas 75007, or at such other address as the Company
may hereafter designate in writing.



10. Non-Transferability of Option. This Option may not be transferred in any manner
otherwise than by will or by the laws of descent or distribution and may be exercised during the
lifetime of Participant only by Participant.


 


-21-









 





11. Binding Agreement. Subject to the limitation on the transferability of this grant
contained herein, this Award Agreement will be binding upon and inure to the benefit of the heirs,
legatees, legal representatives, successors and assigns of the parties hereto.



12. Additional Conditions to Issuance of Stock. If at any time the Company will
determine, in its discretion, that the listing, registration or qualification of the Shares upon
any securities exchange or under any state or federal law, or the consent or approval of any
governmental regulatory authority is necessary or desirable as a condition to the issuance of
Shares to Participant (or his or her estate), such issuance will not occur unless and until such
listing, registration, qualification, consent or approval will have been effected or obtained free
of any conditions not acceptable to the Company. The Company will make all reasonable efforts to
meet the requirements of any such state or federal law or securities exchange and to obtain any
such consent or approval of any such governmental authority. Assuming such compliance, for income
tax purposes the Exercised Shares will be considered transferred to Participant on the date the
Option is exercised with respect to such Exercised Shares.



13. Plan Governs. This Award Agreement is subject to all terms and provisions of the
Plan. In the event of a conflict between one or more provisions of this Award Agreement and one or
more provisions of the Plan, the provisions of the Plan will govern. Capitalized terms used and
not defined in this Award Agreement will have the meaning set forth in the Plan.



14. Administrator Authority. The Administrator will have the power to interpret the
Plan and this Award Agreement and to adopt such rules for the administration, interpretation and
application of the Plan as are consistent therewith and to interpret or revoke any such rules
(including, but not limited to, the determination of whether or not any Shares subject to the
Option have vested). All actions taken and all interpretations and determinations made by the
Administrator in good faith will be final and binding upon Participant, the Company and all other
interested persons. No member of the Administrator will be personally liable for any action,
determination or interpretation made in good faith with respect to the Plan or this Award
Agreement.



15. Electronic Delivery. The Company may, in its sole discretion, decide to deliver
any documents related to Options awarded under the Plan or future options that may be awarded under
the Plan by electronic means or request Participant’s consent to participate in the Plan by
electronic means. Participant hereby consents to receive such documents by electronic delivery and
agrees to participate in the Plan through any on-line or electronic system established and
maintained by the Company or another third party designated by the Company.



16. Captions. Captions provided herein are for convenience only and are not to serve
as a basis for interpretation or construction of this Award Agreement.



17. Agreement Severable. In the event that any provision in this Award Agreement will
be held invalid or unenforceable, such provision will be severable from, and such invalidity or
unenforceability will not be construed to have any effect on, the remaining provisions of this
Award Agreement.


 


-22-









 





18. Modifications to the Agreement. This Award Agreement constitutes the entire
understanding of the parties on the subjects covered. Participant expressly warrants that he or
she is not accepting this Award Agreement in reliance on any promises, representations, or
inducements other than those contained herein. Modifications to this Award Agreement or the Plan
can be made only in an express written contract executed by a duly authorized officer of the
Company. Notwithstanding anything to the contrary in the Plan or this Award Agreement, the Company
reserves the right to revise this Award Agreement as it deems necessary or advisable, in its sole
discretion and without the consent of Participant, to comply with Code Section 409A or to otherwise
avoid imposition of any additional tax or income recognition under Section 409A of the Code in
connection to this Option.



19. Amendment, Suspension or Termination of the Plan. By accepting this Award,
Participant expressly warrants that he or she has received an Option under the Plan, and has
received, read and understood a description of the Plan. Participant understands that the Plan is
discretionary in nature and may be amended, suspended or terminated by the Company at any time.



20. Forfeiture Events. Participant acknowledges and agrees that, (a) if Participant’s
status as a Service Provider terminates for Cause (as defined herein), or (b) if Participant’s
status as a Service Provider terminates by reason of a Voluntary Termination (as defined herein)
and participant engages in Acts Harmful to the Interest of the Company (as defined herein) within
one (1) year after the Voluntary Termination, as determined by the Administrator, then, to the
extent permitted by applicable law, (i) the Participant will immediately forfeit any right to
exercise this Option, whether vested or unvested; and (ii) Participant will (A) immediately forfeit
any right to, and shall, within three (3) business days after receiving a written demand therefor
from the Company, return and surrender to the Company for cancellation all shares of the Company’s
capital stock received by the Participant pursuant to any exercise of this Option occurring within
six (6) months before or after the date of the termination of Participant’s status as a Service
Provider, and (B) immediately forfeit any right to, and shall, within three (3) business days after
receiving a written demand therefor from the Company, pay to the Company a cash payment equal to
the value of all proceeds received by Participant within six (6) months before or after the date of
the termination of Participant’s status as a Service Provider from the sale of any shares of the
Company’s capital stock originally acquired by Participant pursuant to any exercise of this Option,
less the aggregate exercise price paid by Participant for the shares of capital stock from which
such proceeds are derived. In the case of the surrender of shares of the Company’s capital stock
hereunder, the Company shall, within three (3) business days of Participant’s surrender and
cancellation of such shares of capital stock, refund to Participant the amount of the exercise
price paid by Participant to the Company for the shares of capital stock so surrendered and
cancelled.



For purposes of this provision, “Acts Harmful to the Interest of the Company” shall mean (a)
accepting employment with or serving in any other capacity for any business entity that is in
competition with the Company; (b) soliciting, recruiting, or employing any employee of the Company
for the benefit of another business entity that is not an affiliate (as defined in Rule 12b-2 of
the Exchange Act) of the Company; (c) disclosing any trade secret or confidential information of
the Company under circumstances that are injurious to the Company; or (d)
disparagement of the Company or any affiliate (as defined in Rule 12b-2 of the Exchange Act)
or their business, products, directors, officers or employees.


 


-23-









 





For purposes of this provision, “Cause” shall mean (a) the unauthorized disclosure of any
trade secret or confidential information of the Company; (b) the commission of any act of
dishonesty, embezzlement or fraud; (c) the commission of any act of insubordination or willful
violation of law or any policy of the Company; or (d) conviction of a felony, which in the
determination of the Administrator, causes substantial injury and discredit to the Company.



For purposes of this provision, “Voluntary Termination” shall mean, (a) with respect to an
Employee, a termination of employment with the Company, or any Parent or Subsidiary, which is
initiated voluntarily by the Employee, as determined in the sole discretion of the Administrator;
provided, however, that a Voluntary Termination shall not include a termination of employment by
reason of death, Disability or retirement from active service at or after age sixty-five (65) or a
breach of any material obligation by the Company; or (b) with respect to a Consultant, a cessation
of services for the Company, or any Parent or Subsidiary, which is initiated voluntarily by the
Consultant, as determined in the sole discretion of the Administrator.



21. Governing Law. This Award Agreement will be governed by the laws of the State of
Texas, without giving effect to the conflict of law principles thereof. For purposes of litigating
any dispute that arises under this Option or this Award Agreement, the parties hereby submit to and
consent to the jurisdiction of the State of Texas, and agree that such litigation will be conducted
in the courts of Denton County, Texas, or the federal courts for the United States for the Northern
District of Texas, and no other courts, where this Option is made and/or to be performed.


 


-24-









 





EXHIBIT II




REALPAGE, INC.




RESTRICTED STOCK AWARD AGREEMENT

UNDER THE

REALPAGE, INC. AMENDED AND RESTATED 2010 EQUITY INCENTIVE PLAN



 


-25-









 







REALPAGE, INC.




2010 EQUITY INCENTIVE PLAN




RESTRICTED STOCK AWARD AGREEMENT




Unless otherwise defined herein, the terms defined in the RealPage, Inc. 2010 Equity Incentive
Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Award Agreement (the
“Award Agreement”).



NOTICE OF RESTRICTED STOCK GRANT




Participant Name:




Address:




You have been granted the right to receive an Award of Restricted Stock, subject to the terms
and conditions of the Plan and this Award Agreement, as follows:



	 	 	 
	Grant Number

	 	                                                            
	 
	 	 
	Date of Grant

	 	                                                            
	 
	 	 
	Vesting Commencement Date

	 	                                                            
	 
	 	 
	Total Number of Shares Granted

	 	                                                            






Vesting Schedule:



Subject to any acceleration provisions contained in the Plan or set forth below, the
Restricted Stock will vest and the Company’s right to reacquire the Restricted Stock will lapse in
accordance with the following schedule:



Six and one quarter percent (6.25%) of the Shares of Restricted Stock shall vest each quarter,
beginning on the first day of the calendar quarter immediately following the vesting commencement
date, for sixteen (16) consecutive calendar quarters so that the Restricted Stock shall be fully
vested on the first calendar day of the sixteenth consecutive calendar quarter following the
vesting commencement date, subject to Participant continuing to be a service provider of the
Company or a parent or subsidiary of the Company through each such vesting date.


 


-26-









 





By Participant’s signature and the signature of the representative of RealPage, Inc. (the
“Company”) below, Participant and the Company agree that this Award of Restricted Stock is granted
under and governed by the terms and conditions of the Plan and this Award Agreement, including the
Terms and Conditions of Restricted Stock Grant, attached hereto as Exhibit A, all of which
are made a part of this document. Participant has reviewed the Plan and this Award
Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to
executing this Award Agreement and fully understands all provisions of the Plan and Award
Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or
interpretations of the Administrator upon any questions relating to the Plan and Award Agreement.
Participant further agrees to notify the Company upon any change in the residence address indicated
above.



	 	 	 	 	 	 	 
	PARTICIPANT:

	 	 	 	REALPAGE, INC.
	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Signature	 	 	 	By	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Print Name

	 	 	 	Title	 	 





 


-27-









 





EXHIBIT A




TERMS AND CONDITIONS OF RESTRICTED STOCK GRANT




1. Grant of Restricted Stock. The Company hereby grants to the individual named in the
Notice of Grant attached as Part I of this Award Agreement (the “Participant”) under the Plan for
past services and as a separate incentive in connection with his or her services and not in lieu of
any salary or other compensation for his or her services, an Award of Shares of Restricted Stock,
subject to all of the terms and conditions in this Award Agreement and the Plan, which is
incorporated herein by reference. Subject to Section 19 of the Plan, in the event of a conflict
between the terms and conditions of the Plan and the terms and conditions of this Award Agreement,
the terms and conditions of the Plan will prevail.



2. Escrow of Shares.



(a) All Shares of Restricted Stock will, upon execution of this Award Agreement, be delivered
and deposited with an escrow holder designated by the Company (the “Escrow Holder”). The Shares of
Restricted Stock will be held by the Escrow Holder until such time as the Shares of Restricted
Stock vest or the date Participant ceases to be a Service Provider.



(b) The Escrow Holder will not be liable for any act it may do or omit to do with respect to
holding the Shares of Restricted Stock in escrow while acting in good faith and in the exercise of
its judgment.



(c) Upon Participant’s termination as a Service Provider for any reason, the Escrow Holder,
upon receipt of written notice of such termination, will take all steps necessary to accomplish the
transfer of the unvested Shares of Restricted Stock to the Company. Participant hereby appoints
the Escrow Holder with full power of substitution, as Participant’s true and lawful
attorney-in-fact with irrevocable power and authority in the name and on behalf of Participant to
take any action and execute all documents and instruments, including, without limitation, stock
powers which may be necessary to transfer the certificate or certificates evidencing such unvested
Shares of Restricted Stock to the Company upon such termination.



(d) The Escrow Holder will take all steps necessary to accomplish the transfer of Shares of
Restricted Stock to Participant after they vest following Participant’s request that the Escrow
Holder do so.



(e) Subject to the terms hereof, Participant will have all the rights of a stockholder with
respect to the Shares while they are held in escrow, including without limitation, the right to
vote the Shares and to receive any cash dividends declared thereon.


 


-28-









 





(f) In the event of any dividend or other distribution (whether in the form of cash, Shares,
other securities, or other property), recapitalization, stock split, reverse stock split,
reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of
Shares or other securities of the Company, or other change in the corporate structure of the
Company affecting the Shares, the Shares of Restricted Stock will be increased, reduced or
otherwise changed, and by virtue of any such change Participant will in his or her capacity as
owner of unvested Shares of Restricted Stock be entitled to new or additional or different
shares of stock, cash or securities (other than rights or warrants to purchase securities); such
new or additional or different shares, cash or securities will thereupon be considered to be
unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions
which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement.
If Participant receives rights or warrants with respect to any unvested Shares of Restricted Stock,
such rights or warrants may be held or exercised by Participant, provided that until such exercise
any such rights or warrants and after such exercise any shares or other securities acquired by the
exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock
and will be subject to all of the conditions and restrictions which were applicable to the unvested
Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute
discretion at any time may accelerate the vesting of all or any portion of such new or additional
shares of stock, cash or securities, rights or warrants to purchase securities or shares or other
securities acquired by the exercise of such rights or warrants.



(g) The Company may instruct the transfer agent for its Common Stock to place a legend on the
certificates representing the Restricted Stock or otherwise note its records as to the restrictions
on transfer set forth in this Award Agreement.



3. Vesting Schedule. Except as provided in Section 4 below and Section 14 of the Plan, and
subject to Section 5 below, the Shares of Restricted Stock awarded by this Award Agreement will
vest in accordance with the vesting provisions set forth in the Notice of Grant. Shares of
Restricted Stock scheduled to vest on a certain date or upon the occurrence of a certain condition
will not vest in Participant in accordance with any of the provisions of this Award Agreement,
unless Participant will have been continuously a Service Provider from the Date of Grant until the
date such vesting occurs.



4. Administrator Discretion. The Administrator, in its discretion, may accelerate the
vesting of the balance, or some lesser portion of the balance, of the unvested Restricted Stock at
any time, subject to the terms of the Plan. If so accelerated, such Restricted Stock will be
considered as having vested as of the date specified by the Administrator.



5. Forfeiture upon Termination of Status as a Service Provider. Notwithstanding any
contrary provision of this Award Agreement, the balance of the Shares of Restricted Stock that have
not vested at the time of Participant’s termination as a Service Provider for any reason will be
forfeited and automatically transferred to and reacquired by the Company at no cost to the Company
upon the date of such termination and Participant will have no further rights thereunder.
Participant will not be entitled to a refund of the price paid for the Shares of Restricted Stock,
if any, returned to the Company pursuant to this Section 5. Participant hereby appoints the Escrow
Agent with full power of substitution, as Participant’s true and lawful attorney-in-fact with
irrevocable power and authority in the name and on behalf of Participant to take any action and
execute all documents and instruments, including, without limitation, stock powers which may be
necessary to transfer the certificate or certificates evidencing such unvested Shares to the
Company upon such termination of service.


 


-29-









 





6. Death of Participant. Any distribution or delivery to be made to Participant under this
Award Agreement will, if Participant is then deceased, be made to Participant’s designated
beneficiary, or if no beneficiary survives Participant, the administrator or executor of
Participant’s estate. Any such transferee must furnish the Company with (a) written notice of his
or her status as transferee, and (b) evidence satisfactory to the Company to establish the validity
of the transfer and compliance with any laws or regulations pertaining to said transfer.



7. Withholding of Taxes. Notwithstanding any contrary provision of this Award Agreement,
no certificate representing the Shares of Restricted Stock may be released from the escrow
established pursuant to Section 2, unless and until satisfactory arrangements (as determined by the
Administrator) will have been made by Participant with respect to the payment of income, employment
and other taxes which the Company determines must be withheld with respect to such Shares, if any.
The Administrator, in its sole discretion and pursuant to such procedures as it may specify from
time to time, may permit Participant to satisfy such tax withholding obligation, in whole or in
part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise
deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld,
(c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to
the amount required to be withheld, or (d) selling a sufficient number of such Shares otherwise
deliverable to Participant through such means as the Company may determine in its sole discretion
(whether through a broker or otherwise) equal to the amount required to be withheld. To the extent
determined appropriate by the Company in its discretion, it will have the right (but not the
obligation) to satisfy any tax withholding obligations by reducing the number of Shares otherwise
deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment
of any required tax withholding obligations hereunder at the time any applicable Shares otherwise
are scheduled to vest pursuant to Sections 3 or 4 (or Section 14 of the Plan), Participant will
permanently forfeit such Shares and the Shares will be returned to the Company at no cost to the
Company.



8. Rights as Stockholder. Neither Participant nor any person claiming under or through
Participant will have any of the rights or privileges of a stockholder of the Company in respect of
any Shares deliverable hereunder unless and until certificates representing such Shares will have
been issued, recorded on the records of the Company or its transfer agents or registrars, and
delivered to Participant or the Escrow Agent. Except as provided in Section 2, after such
issuance, recordation and delivery, Participant will have all the rights of a stockholder of the
Company with respect to voting such Shares and receipt of dividends and distributions on such
Shares.



9. No Guarantee of Continued Service. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING
OF THE SHARES OF RESTRICTED STOCK PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY
CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING
OR RETAINING PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS RESTRICTED
STOCK OR ACQUIRING SHARES HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AWARD
AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT
CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE
VESTING PERIOD, FOR ANY PERIOD, OR AT
ALL, AND WILL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY (OR THE
PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) TO TERMINATE PARTICIPANT’S RELATIONSHIP AS
A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.


 


-30-









 





10. Address for Notices. Any notice to be given to the Company under the terms of this
Award Agreement will be addressed to the Company, in care of its Chief Legal Officer at RealPage,
Inc., 4000 International Parkway, Carrollton, Texas 75007, or at such other address as the Company
may hereafter designate in writing.



11. Grant is Not Transferable. Except to the limited extent provided in Section 6, the
unvested Shares subject to this grant and the rights and privileges conferred hereby will not be
transferred, assigned, pledged or hypothecated in any way (whether by operation of law or
otherwise) and will not be subject to sale under execution, attachment or similar process. Upon
any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of any unvested Shares of
Restricted Stock subject to this grant, or any right or privilege conferred hereby, or upon any
attempted sale under any execution, attachment or similar process, this grant and the rights and
privileges conferred hereby immediately will become null and void.



12. Binding Agreement. Subject to the limitation on the transferability of this grant
contained herein, this Award Agreement will be binding upon and inure to the benefit of the heirs,
legatees, legal representatives, successors and assigns of the parties hereto.



13. Additional Conditions to Release from Escrow. The Company will not be required to
issue any certificate or certificates for Shares hereunder or release such Shares from the escrow
established pursuant to Section 2 prior to fulfillment of all the following conditions: (a) the
admission of such Shares to listing on all stock exchanges on which such class of stock is then
listed; (b) the completion of any registration or other qualification of such Shares under any
state or federal law or under the rulings or regulations of the Securities and Exchange Commission
or any other governmental regulatory body, which the Administrator will, in its absolute
discretion, deem necessary or advisable; (c) the obtaining of any approval or other clearance from
any state or federal governmental agency, which the Administrator will, in its absolute discretion,
determine to be necessary or advisable; and (d) the lapse of such reasonable period of time
following the date of grant of the Restricted Stock as the Administrator may establish from time to
time for reasons of administrative convenience.



14. Plan Governs. This Award Agreement is subject to all terms and provisions of the Plan.
In the event of a conflict between one or more provisions of this Award Agreement and one or more
provisions of the Plan, the provisions of the Plan will govern. Capitalized terms used and not
defined in this Award Agreement will have the meaning set forth in the Plan.



15. Administrator Authority. The Administrator will have the power to interpret the Plan
and this Award Agreement and to adopt such rules for the administration, interpretation and
application of the Plan as are consistent therewith and to interpret or revoke any such rules
(including, but not limited to, the determination of whether or not any Shares of Restricted Stock
have vested). All actions taken and all interpretations and determinations made by the
Administrator in good faith will be final and binding upon Participant, the Company and all other
interested persons. No member of the Administrator will be personally liable for any action,
determination or interpretation made in good faith with respect to the Plan or this Award
Agreement.


 


-31-









 





16. Electronic Delivery. The Company may, in its sole discretion, decide to deliver any
documents related to the Shares of Restricted Stock awarded under the Plan or future Restricted
Stock that may be awarded under the Plan by electronic means or request Participant’s consent to
participate in the Plan by electronic means. Participant hereby consents to receive such documents
by electronic delivery and agrees to participate in the Plan through any on-line or electronic
system established and maintained by the Company or another third party designated by the Company.



17. Captions. Captions provided herein are for convenience only and are not to serve as a
basis for interpretation or construction of this Award Agreement.



18. Agreement Severable. In the event that any provision in this Award Agreement will be
held invalid or unenforceable, such provision will be severable from, and such invalidity or
unenforceability will not be construed to have any effect on, the remaining provisions of this
Award Agreement.



19. Modifications to the Agreement. This Award Agreement constitutes the entire
understanding of the parties on the subjects covered. Participant expressly warrants that he or
she is not accepting this Award Agreement in reliance on any promises, representations, or
inducements other than those contained herein. Modifications to this Award Agreement or the Plan
can be made only in an express written contract executed by a duly authorized officer of the
Company. Notwithstanding anything to the contrary in the Plan or this Award Agreement, the Company
reserves the right to revise this Award Agreement as it deems necessary or advisable, in its sole
discretion and without the consent of Participant, to comply with Section 409A of the Internal
Revenue Code of 1986, as amended (the “Code”) or to otherwise avoid imposition of any additional
tax or income recognition under Section 409A of the Code in connection to this Award of Restricted
Stock.



20. Amendment, Suspension or Termination of the Plan. By accepting this Award, Participant
expressly warrants that he or she has received an Award of Restricted Stock under the Plan, and has
received, read and understood a description of the Plan. Participant understands that the Plan is
discretionary in nature and may be amended, suspended or terminated by the Company at any time.



21. Forfeiture Events. Participant acknowledges and agrees that, (a) if Participant’s
status as a Service Provider terminates for Cause (as defined herein), or (b) if Participant’s
status as a Service Provider terminates by reason of a Voluntary Termination (as defined herein)
and participant engages in Acts Harmful to the Interest of the Company (as defined herein) within
one (1) year after the Voluntary Termination, as determined by the Administrator, then, to the
extent permitted by applicable law, (i) the Participant will (A) immediately forfeit any right the
Shares of Restricted Stock issued under this Award Agreement, whether vested or unvested, and
shall, within three (3) business days after receiving a written demand therefor from the Company,
return and surrender to the Company for cancellation all Shares of Restricted Stock of
the Company received by the Participant pursuant to this Award Agreement, and (B) immediately
forfeit any right to, and shall, within three (3) business days after receiving a written demand
therefor from the Company, pay to the Company a cash payment equal to the value of all proceeds
received by Participant within six (6) months before or after the date of the termination of
Participant’s status as a Service Provider from the sale of any Shares of the Restricted Stock
originally acquired by Participant pursuant to this Award of Restricted Stock.


 


-32-









 





For purposes of this provision, “Acts Harmful to the Interest of the Company” shall mean (a)
accepting employment with or serving in any other capacity for any business entity that is in
competition with the Company; (b) soliciting, recruiting, or employing any employee of the Company
for the benefit of another business entity that is not an affiliate (as defined in Rule 12b-2 of
the Exchange Act) of the Company; (c) disclosing any trade secret or confidential information of
the Company under circumstances that are injurious to the Company; or (d) disparagement of the
Company or any affiliate (as defined in Rule 12b-2 of the Exchange Act) or their business,
products, directors, officers or employees.



For purposes of this provision, “Cause” shall mean (a) the unauthorized disclosure of any
trade secret or confidential information of the Company; (b) the commission of any act of
dishonesty, embezzlement or fraud; (c) the commission of any act of insubordination or willful
violation of law or any policy of the Company; or (d) conviction of a felony, which in the
determination of the Administrator, causes substantial injury and discredit to the Company.



For purposes of this provision, “Voluntary Termination” shall mean, (a) with respect to an
Employee, a termination of employment with the Company, or any Parent or Subsidiary, which is
initiated voluntarily by the Employee, as determined in the sole discretion of the Administrator;
provided, however, that a Voluntary Termination shall not include a termination of employment by
reason of death, Disability or retirement from active service at or after age sixty-five (65) or a
breach of any material obligation by the Company; (b) with respect to a Consultant, a cessation of
services for the Company, or any Parent or Subsidiary, which is initiated voluntarily by the
Consultant, as determined in the sole discretion of the Administrator; or (c) with respect to a
Director, a resignation or other cessation of service as a member of the Board initiated
voluntarily by the Director, as determined in the sole discretion of the Administrator.



22. Governing Law. This Award Agreement will be governed by the laws of the State of
Texas, without giving effect to the conflict of law principles thereof. For purposes of litigating
any dispute that arises under this Award of Restricted Stock or this Award Agreement, the parties
hereby submit to and consent to the jurisdiction of the State of Texas, and agree that such
litigation will be conducted in the courts of Denton County, Texas, or the federal courts for the
United States for the Northern District of Texas, and no other courts, where this Award of
Restricted Stock is made and/or to be performed.



 


-33-









 







EXHIBIT III




REALPAGE, INC.




CONFIDENTIAL INFORMATION,

INVENTION ASSIGNMENT, AND ARBITRATION AGREEMENT




As a condition of my employment with RealPage, Inc., or its subsidiaries, affiliates,
successors or assigns (together the “Company”), and in consideration of my employment with the
Company and my receipt of the compensation now and hereafter paid to me by the Company, and other
good and valuable consideration herein, the undersigned agrees to the following provisions of this
Confidential Information, Invention Assignment, and Arbitration Agreement (this “Agreement”):



1. Confidential Information.




1. Company Information. I agree and acknowledge that as an Employee of the Company, I will be
given access to Confidential Information that the Company has collected, developed, and/or
discovered over time, and at great expense. I agree that during and for five (5) years after my
employment with the Company terminates, regardless of the reason for termination, I will hold in
the strictest confidence, and will not use (except for the benefit of the Company during my
employment) or disclose to any person, firm, or corporation (without written authorization of the
President or the Board of Directors of the Company) any Company Confidential Information. I
understand that my unauthorized use or disclosure of Company Confidential Information during my
employment may lead to disciplinary action, up to and including immediate termination and legal
action by the Company. I understand that “Company Confidential Information” means any non-public
information that is not readily and easily available to the public or a matter of common knowledge
to those in the Company’s business, trade, or industry that relates to the actual or anticipated
business, research or development of the Company, or to the Company’s technical data, trade
secrets, or know-how, including, but not limited to, research, product plans, or other information
regarding the Company’s products or services and markets therefore, customer lists and customers
(including, but not limited to, customers of the Company on which I called or with which I may
become acquainted during the term of my employment), software, developments, inventions, processes,
formulas, technology, designs, drawings, engineering, hardware configuration information,
marketing, finances, and other business information; provided, however, Company Confidential
Information does not include any of the foregoing items to the extent the same have become publicly
known and made generally available through no wrongful act of mine or of others. I understand that
nothing in this Agreement is intended to limit employees’ rights to discuss the terms, wages, and
working conditions of their employment, as protected by applicable law.


 


-1-









 





2. Former Employer Information. I agree that during my employment with the Company, I will not
improperly use, disclose, or induce the Company to use any proprietary
information or trade secrets of any former or concurrent employer or other person or entity.
I further agree that I will not bring onto the premises of the Company or transfer onto the
Company’s technology systems any unpublished document, proprietary information, or trade secrets
belonging to any such employer, person, or entity unless consented to in writing by both the
Company and such employer, person, or entity.



3. Third Party Information. I recognize that the Company may have received and in the future
may receive from third parties associated with the Company, e.g., the Company’s customers,
suppliers, licensors, licensees, partners, or collaborators (“Associated Third Parties”), their
confidential or proprietary information (“Associated Third Party Confidential Information”). By
way of example, Associated Third Party Confidential Information may include the habits or practices
of Associated Third Parties, the technology of Associated Third Parties, requirements of Associated
Third Parties, and information related to the business conducted between the Company and such
Associated Third Parties. I agree at all times during my employment with the Company and
thereafter to hold in the strictest confidence, and not to use or to disclose to any person, firm,
or corporation, any Associated Third Party Confidential Information, except as necessary in
carrying out my work for the Company consistent with the Company’s agreement with such Associated
Third Parties. I further agree to comply with any and all Company policies and guidelines that may
be adopted from time to time regarding Associated Third Parties and Associated Third Party
Confidential Information. I understand that my unauthorized use or disclosure of Associated Third
Party Confidential Information or violation of any Company policies during my employment will lead
to disciplinary action, up to and including immediate termination and legal action by the Company.



Inventions.



4. Inventions Retained and Licensed. I have attached hereto as Exhibit A, a list
describing all inventions, discoveries, original works of authorship, developments, improvements,
and trade secrets that were conceived in whole or in part by me prior to my employment with the
Company and to which I have any right, title, or interest, and which relate to the Company’s
proposed business, products, or research and development (“Prior Inventions”); or, if no such list
is attached, I represent and warrant that there are no such Prior Inventions. Furthermore, I
represent and warrant that if any Prior Inventions are included on Exhibit A, they will not
materially affect my ability to perform all obligations under this Agreement. If, in the course of
my employment with the Company, I incorporate into or use in connection with any product, process,
service, technology, or other work by or on behalf of the Company any Prior Invention, I hereby
grant to the Company a non-exclusive, royalty-free, fully paid-up, irrevocable, perpetual,
worldwide license, with the right to grant and authorize sublicenses, to make, have made, modify,
use, import, offer for sale, and sell such Prior Invention as part of or in connection with such
product, process, service, technology, or other work, and to practice any method related thereto.


 


-2-









 





5. Assignment of Inventions. I agree that I will promptly make full written disclosure to the
Company, will hold in trust for the sole right and benefit of the Company, and hereby assign to the
Company, or its designee, all my right, title, and interest in and to any and all inventions,
original works of authorship, developments, concepts, improvements, designs, discoveries, ideas,
trademarks, or trade secrets, whether or not patentable or registrable under patent, copyright, or
similar laws, which I may solely or jointly conceive or develop or reduce to practice, or cause to
be conceived or developed or reduced to practice, during the period of time I am in the employ of
the Company (including during my off-duty hours), or with the use of Company’s equipment, supplies,
facilities, or Company Confidential Information, except as provided in Section II.E below
(collectively referred to as “Inventions”). I further acknowledge that all original works of
authorship that are made by me (solely or jointly with others) within the scope of and during the
period of my employment with the Company and that are protectable by copyright are “works made for
hire,” as that term is defined in the United States Copyright Act. I understand and agree that the
decision whether or not to commercialize or market any Inventions is within the Company’s sole
discretion and for the Company’s sole benefit, and that no royalty or other consideration will be
due to me as a result of the Company’s efforts to commercialize or market any such Inventions.



6. Maintenance of Records. I agree to keep and maintain adequate, current, accurate, and
authentic written records of all Inventions made by me (solely or jointly with others) during the
term of my employment with the Company. The records will be in the form of notes, sketches,
drawings, electronic files, reports, or any other format that may be specified by the Company. The
records are and will be available to and remain the sole property of the Company at all times.



7. Patent and Copyright Registrations. I agree to assist the Company, or its designee, at the
Company’s expense, in every proper way to secure the Company’s rights in the Inventions and any
rights relating thereto in any and all countries, including the disclosure to the Company of all
pertinent information and data with respect thereto, the execution of all applications,
specifications, oaths, assignments, and all other instruments that the Company shall deem proper or
necessary in order to apply for, register, obtain, maintain, defend, and enforce such rights, and
in order to assign and convey to the Company, its successors, assigns, and nominees the sole and
exclusive rights, title, and interest in and to such Inventions and any rights relating thereto,
and testifying in a suit or other proceeding relating to such Inventions and any rights relating
thereto. I further agree that my obligation to execute or cause to be executed, when it is in my
power to do so, any such instrument or papers shall continue after the termination of this
Agreement. If the Company is unable because of my mental or physical incapacity or for any other
reason to secure my signature with respect to any Inventions, including, without limitation, to
apply for or to pursue any application for any United States or foreign patents or copyright
registrations covering such Inventions, then I hereby irrevocably designate and appoint the Company
and its duly authorized officers and agents as my agent and attorney in fact, to act for and in my
behalf and stead, to execute and file any papers and oaths, and to do all other lawfully permitted
acts with respect to such Inventions with the same legal force and effect as if executed by me.


 


-3-









 





Conflicting Employment.



8. Current Obligations. I agree that during the term of my employment with the Company, I will
not engage in or undertake any other employment, occupation, consulting relationship, or commitment
that is directly related to the business in which the Company is now involved or becomes involved
or has plans to become involved, nor will I engage in any other activities that conflict with my
obligations to the Company.



B. Prior Relationships. Without limiting Section III.A, I represent that I have no other
agreements, relationships, or commitments to any other person or entity that conflict with my
obligations to the Company under this Agreement or my ability to become employed and perform the
services for which I am being hired by the Company. I further agree that if I have signed a
confidentiality agreement or similar type of agreement with any former employer or other entity, I
will comply with the terms of any such agreement to the extent that its terms are lawful under
applicable law. I represent and warrant that after undertaking a careful search (including
searches of my computers, cell phones, electronic devices, and documents), I have returned all
property and confidential information belonging to all prior employers. Moreover, I agree to fully
indemnify the Company, its directors, officers, agents, employees, investors, shareholders,
administrators, affiliates, divisions, subsidiaries, predecessor and successor corporations, and
assigns for all verdicts, judgments, settlements, and other losses incurred by any of them
resulting from my breach of my obligations under any agreement to which I am a party or obligation
to which I am bound, as well as any reasonable attorneys’ fees and costs if the plaintiff is the
prevailing party in such an action, except as prohibited by law.



Returning Company Documents. Upon separation from employment with the Company or on demand by
the Company during my employment, I will immediately deliver to the Company, and will not keep in
my possession, recreate, or deliver to anyone else, any and all Company property, including, but
not limited to, Company Confidential Information, Associated Third Party Confidential Information,
as well as all devices and equipment belonging to the Company (including computers, handheld
electronic devices, telephone equipment, and other electronic devices), Company credit cards,
records, data, notes, notebooks, reports, files, proposals, lists, correspondence, specifications,
drawings, blueprints, sketches, materials, photographs, charts, any other documents and property,
and reproductions of any and all of the aforementioned items that were developed by me pursuant to
my employment with the Company, obtained by me in connection with my employment with the Company,
or otherwise belonging to the Company, its successors, or assigns, including, without limitation,
those records maintained pursuant to Section II.C I also consent to an exit interview to confirm
my compliance with this Section IV.



Termination Certification. Upon separation from employment with the Company, I agree to
immediately sign and deliver to the Company the “Termination Certification” attached hereto as
Exhibit B. I also agree to keep the Company advised of my home and
business address for a period of seven (7) years after termination of my employment with the
Company, so that the Company can contact me regarding my continuing obligations provided by this
Agreement.


 


-4-









 





Notification of New Employer. In the event that I leave the employ of the Company, I hereby
grant consent to notification by the Company to my new employer about my obligations under this
Agreement.



Conflict of Interest Guidelines. I agree to diligently adhere to all policies of the Company,
including the Company’s insider’s trading policies and the Conflict of Interest Guidelines attached
as Exhibit C hereto, which may be revised from time to time during my employment.



Representations. I agree to execute any proper oath or verify any proper document required to
carry out the terms of this Agreement. I represent that my performance of all the terms of this
Agreement will not breach any agreement to keep in confidence proprietary information acquired by
me in confidence or in trust prior to my employment by the Company. I hereby represent and warrant
that I have not entered into, and I will not enter into, any oral or written agreement in conflict
herewith.



Audit. I acknowledge that I have no reasonable expectation of privacy in any computer,
technology system, email, handheld device, telephone, or documents that are used to conduct the
business of the Company. As such, the Company has the right to audit and search all such items and
systems, without further notice to me, to ensure that the Company is licensed to use the software
on the Company’s devices in compliance with the Company’s software licensing policies, to ensure
compliance with the Company’s policies, and for any other business-related purposes in the
Company’s sole discretion. I understand that I am not permitted to add any unlicensed,
unauthorized, or non-compliant applications to the Company’s technology systems and that I shall
refrain from copying unlicensed software onto the Company’s technology systems or using
non-licensed software or websites. I understand that it is my responsibility to comply with the
Company’s policies governing use of the Company’s documents and the internet, email, telephone, and
technology systems to which I will have access in connection with my employment.



Dispute Resolution. I agree that any and all controversies, claims, or disputes with the
Company (including any employee, officer, director, stockholder or benefit Plan of the Company)
shall be resolved in accordance with the procedures set forth in Section 23 of my Employment
Agreement with the Company.


 


-5-









 





General Provisions.



9. Entire Agreement. This Agreement, together with the Exhibits herein, my executed
Employment Agreement and any agreements relating to restricted stock and other awards
pursuant to the RealPage, Inc. Amended and Restated 2010 Equity Incentive Plan, and the terms
of the Significant Owner Agreement (if one was executed by me) set forth the entire agreement and
understanding between the Company and me relating to the subject matter herein and supersedes all
prior discussions or representations between us, including, but not limited to, any representations
made during my interview(s) or relocation negotiations, whether written or oral. No modification
of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be
effective unless in writing signed by the President of the Company and me. Any subsequent change
or changes in my duties, salary, or compensation will not affect the validity or scope of this
Agreement.



10. Severability. If one or more of the provisions in this Agreement are deemed void by law,
then the remaining provisions will continue in full force and effect.



11. Successors and Assigns. This Agreement will be binding upon my heirs, executors, assigns,
administrators, and other legal representatives, and will be for the benefit of the Company, its
successors, and its assigns. There are no intended third-party beneficiaries to this Agreement,
except as expressly stated.



E. Waiver. Waiver by the Company of a breach of any provision of this Agreement will not
operate as a waiver of any other or subsequent breach.



F. Survivorship. The rights and obligations of the parties to this Agreement will survive
termination of my employment with the Company.



G. Signatures. This Agreement may be signed in two counterparts, each of which shall be deemed
an original, with the same force and effectiveness as though executed in a single document.



	 	 	 	 	 	 	 	 	 
	Date:

	 	 	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Signature	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name of Employee (typed or printed)
	 	 
	Witness:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Signature	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Name (typed or printed)	 	 	 	 	 	 





 


-6-









 







Exhibit A




LIST OF PRIOR INVENTIONS

AND ORIGINAL WORKS OF AUTHORSHIP




	 	 	 	 	 
	 	 	 	 	Identifying Number or Brief
	Title	 	Date	 	Description
	 
	 	 	 	 







 _____ 
No inventions or improvements


 _____ 
Additional Sheets Attached



	 	 	 	 	 	 	 
	Signature of Employee:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Print Name of Employee:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Date:
	 	 	 	 	 	 
	 	 	 	 	 






 


 









 







Exhibit B




REALPAGE, INC.




TERMINATION CERTIFICATION




This is to certify that I do not have in my possession, nor have I failed to return, any
devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings,
blueprints, sketches, materials, equipment, any other documents or property, or reproductions of
any and all aforementioned items belonging to RealPage, Inc., its subsidiaries, affiliates,
successors or assigns (together, the “Company”).



I further certify that I have complied with all the terms of the attached Confidential
Information, Invention Assignment, and Arbitration Agreement signed by me, including the reporting
of any inventions and original works of authorship (as defined therein) conceived or made by me
(solely or jointly with others), as covered by that agreement.



I further agree that, in compliance with the Confidential Information, Invention Assignment,
and Arbitration Agreement, I will preserve as confidential all Company Confidential Information and
Associated Third Party Confidential Information, including trade secrets, confidential knowledge,
data, or other proprietary information relating to products, processes, know-how, designs,
formulas, developmental or experimental work, computer programs, databases, other original works of
authorship, customer lists, business plans, financial information, or other subject matter
pertaining to any business of the Company or any of its employees, clients, consultants, or
licensees, to the extent required by the terms of that agreement.



I also agree that for three (3) years from this date, I will not either directly or indirectly
solicit any of the Company’s employees to leave their employment, to the extent required by the
terms of the Confidential Information, Invention Assignment, and Arbitration Agreement.



After leaving the Company’s employment, I will be employed by                                          in the
position of:                                         .



	 	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	Signature of employee
	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	Print name	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	Date	 	 
	 
	 	 	 	 
	Address for Notifications:
	 	 	 	 
	 

	 	 	 	 






 


 









 







Exhibit C




REALPAGE, INC.




CONFLICT OF INTEREST GUIDELINES




It is the policy of RealPage, Inc. to conduct its affairs in strict compliance with the letter
and spirit of the law and to adhere to the highest principles of business ethics. Accordingly, all
officers, employees, and independent contractors must avoid activities that are in conflict, or
give the appearance of being in conflict, with these principles and with the interests of the
Company. The following are potentially compromising situations that must be avoided:



1. Revealing confidential information to outsiders or misusing confidential information.
Unauthorized divulging of information is a violation of this policy whether or not for personal
gain and whether or not harm to the Company is intended. (The At-Will Employment, Confidential
Information, Invention Assignment, and Arbitration Agreement elaborates on this principle and is a
binding agreement.)



2. Accepting or offering substantial gifts, excessive entertainment, favors, or payments that
may be deemed to constitute undue influence or otherwise be improper or embarrassing to the
Company.



3. Participating in civic or professional organizations that might involve divulging
confidential information of the Company.



4. Initiating or approving personnel actions affecting reward or punishment of employees or
applicants where there is a family relationship or is or appears to be a personal or social
involvement.



5. Initiating or approving any form of personal or social harassment of employees.



6. Investing or holding outside directorship in suppliers, customers, or competing companies,
including financial speculations, where such investment or directorship might influence in any
manner a decision or course of action of the Company.



7. Borrowing from or lending to employees, customers, or suppliers.



8. Acquiring real estate of interest to the Company.



9. Improperly using or disclosing to the Company any proprietary information or trade secrets
of any former or concurrent employer or other person or entity with whom obligations of
confidentiality exist.



10. Unlawfully discussing prices, costs, customers, sales, or markets with competing companies
or their employees.



11. Making any unlawful agreement with distributors with respect to prices.



12. Improperly using or authorizing the use of any inventions that are the subject of patent
claims of any other person or entity.



13. Engaging in any conduct that is not in the best interest of the Company.



Each officer, employee, and independent contractor must take every necessary action to ensure
compliance with these guidelines and to bring problem areas to the attention of higher management
for review. Violations of this conflict of interest policy may result in discharge without
warning.