REALPAGE, INC.
Exhibit 4.6
REALPAGE, INC.
2010 EQUITY INCENTIVE PLAN
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”).
| I. | 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 |
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Date of Grant |
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Vesting Commencement Date |
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Exercise Price per Share |
$ | |||||||
Total Number of Shares Granted |
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Total Exercise Price |
$ | |||||||
Type of Option: |
___ Incentive Stock Option |
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| ___ Nonstatutory Stock Option |
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Term/Expiration Date: |
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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:
[INSERT VESTING SCHEDULE]
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:
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REALPAGE, INC. | |||
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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
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be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by
such aggregate Exercise Price.
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.
(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
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on the Date of Xxxxx 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 [TITLE] at RealPage, Inc. ,0000
Xxxxxxxxxxxxx Xxxxxxx, Xxxxxxxxxx, Xxxxx 00000, 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.
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
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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.
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.
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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.
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 Xxxxxx 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.
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EXHIBIT B
REALPAGE, INC.
2010 EQUITY INCENTIVE PLAN
EXERCISE NOTICE
RealPage, Inc.
0000 Xxxxxxxxxxxxx Xxxxxxx
Xxxxxxxxxx, Xxxxx 00000
Attention: [ ]
0000 Xxxxxxxxxxxxx Xxxxxxx
Xxxxxxxxxx, Xxxxx 00000
Attention: [ ]
1. Exercise of Option. Effective as of today,
,
, the undersigned (“Purchaser”) hereby elects to purchase shares (the “Shares”) of the
Common Stock of RealPage, Inc. (the “Company”) under and pursuant to the 2010 Equity Incentive Plan
(the “Plan”) and the Stock Option Award Agreement dated (the “Award Agreement”). The
purchase price for the Shares will be $ , as required by the Award Agreement.
2. Delivery of Payment. Purchaser herewith delivers to the Company the full purchase
price of the Shares and any required tax withholding to be paid in connection with the exercise of
the Option.
3. Representations of Purchaser. Purchaser acknowledges that Xxxxxxxxx has received,
read and understood the Plan and the Award Agreement and agrees to abide by and be bound by their
terms and conditions.
4. Rights as Stockholder. Until the issuance (as evidenced by the appropriate entry
on the books of the Company or of a duly authorized transfer agent of the Company) of the Shares,
no right to vote or receive dividends or any other rights as a stockholder will exist with respect
to the Shares subject to the Option, notwithstanding the exercise of the Option. The Shares so
acquired will be issued to Purchaser as soon as practicable after exercise of the Option. No
adjustment will be made for a dividend or other right for which the record date is prior to the
date of issuance, except as provided in Section 14 of the Plan.
5. Tax Consultation. Purchaser understands that Purchaser may suffer adverse tax
consequences as a result of Purchaser’s purchase or disposition of the Shares. Purchaser
represents that Purchaser has consulted with any tax consultants Purchaser deems advisable in
connection with the purchase or disposition of the Shares and that Purchaser is not relying on the
Company for any tax advice.
6. Entire Agreement; Governing Law. The Plan and Award Agreement are incorporated
herein by reference. This Exercise Notice, the Plan and the Award Agreement constitute the entire
agreement of the parties with respect to the subject matter hereof and supersede in their
entirety all prior undertakings and agreements of the Company and Purchaser with respect to the
subject matter hereof, and may not be modified adversely to the Purchaser’s interest except by
means of a writing signed by the Company and Purchaser. This agreement is governed by the internal
substantive laws, but not the choice of law rules, of the State of California.
Submitted by:
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Accepted by: | |
PURCHASER:
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REALPAGE, INC. | |
Signature
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By | |
Print Name
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Title | |
Address: |
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| Date Received |
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