STOCK BONUS AGREEMENT
10.2
This Stock Bonus Agreement (this “Agreement”), is effective this 24th day of February 2014 (the “Effective Date”) by and between Xxxxxxx X. Xxxx, an individual resident of the State of Texas (the “Executive”) with a residence at ________________________________________, and RealPage, Inc., a Delaware corporation (the “Company”), having its principal offices at 0000 Xxxxxxxxxxxxx Xxxxxxx, Xxxxxxxxxx, Xxxxx 00000.
WHEREAS, the Compensation Committee of the Company’s Board of Directors (the “Committee”) desires to incent Executive to increase the value of the Company’s common stock in alignment with the interests of the Company’s stockholders; and
WHEREAS, on February 20, 2014, the Committee authorized the Company to enter into an agreement with Executive, pursuant to which the Company agrees to issue restricted stock to Xx. Xxxx on the terms, and subject to the conditions, set forth below.
NOW, THEREFORE, in consideration of the premises and the mutual agreements set forth below, the parties hereby agree as follows:
1.Grant. The Company hereby agrees to issue to Executive pursuant to the Company’s 2010 Equity Incentive Plan (the “Plan”) restricted stock of the Company as follows: (1) 100,000 shares of the Company’s common stock shall be granted to Executive if prior to April 1, 2017 the average closing price per share of the Company’s common stock for 20 consecutive trading days equals or exceeds $25.00 per share; and (2) 100,000 shares of the Company’s common stock shall be granted to Executive if prior to April 1, 2017 the average closing price per share of the Company’s common stock for 20 consecutive trading days equals or exceeds $30.00 per share. Such restricted shares once issued shall be subject to the Company’s standard restricted stock agreement and shall vest quarterly over the year following the date of issuance, subject to Executive’s remaining a Service Provider through each vesting date. The Company’s obligation to issue such restricted stock shall accelerate, and such shares shall be issued and vest fully, immediately prior to a change in control of the Company (as defined in the Plan) resulting in consideration per share of the Company’s common stock equal to or in excess of $25.00 per share with respect to the first tranche of shares and $30.00 per share with respect to the second tranche of shares, respectively. Once granted, the restricted shares shall fully vest upon any change in control of the Company (as defined in the Plan.
2.Company's Obligation. Unless and until the restricted shares described in Section 1 of this Agreement are issued and vest, Executive will have no right to receive such shares and after issuance but before vesting of such shares, such shares will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company.
3.Forfeiture upon Termination as Service Provider. If Executive terminates service as a Service Provider for any or no reason prior to the issuance and vesting of the shares described in Section 1 of this Agreement, such rights and/or such unvested shares will thereupon be forfeited at no cost to the Company.
4.Payment after Vesting. Any shares described in Section 1 of this Agreement that vest in accordance with Section 1 of this Agreement will be paid to Executive (or in the event of Executive’s death, to Executive’s estate) in shares of the Company’s common stock.
5.Tax Withholding. Notwithstanding any contrary provision of this Agreement, no such shares shall be issued or paid to Executive unless and until satisfactory arrangements will have been made by Executive with respect to the payment of income, employment and any other taxes that must be withheld with respect to such shares. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Executive to satisfy such tax withholding obligation, in whole or in part by one or more of the following: (a) paying cash, (b) electing to have the Company withhold otherwise deliverable shares of Company common stock having a value equal to the minimum amount statutorily required to be withheld, (c) delivering to the Company already vested and owned shares of Company common stock having a value equal to the amount required to be withheld, or (d) selling a sufficient number of such shares otherwise deliverable to Executive through such means as the Administrator may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld.
6.Tax Consultation. Executive understands that Executive may suffer adverse tax consequences as a result of Executive’s disposition of or vesting in the shares described in Section 1 of this Agreement. Executive represents that Executive has consulted with any tax consultants Executive deems advisable with respect to the disposition of or vesting in such shares and that Executive is not relying on the Company for any tax advice.
7.Rights as Stockholder. Neither Executive nor any person claiming under or through Executive has 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 Executive or Executive’s broker.
8. Grant is Not Transferable. Executive’s rights under this Agreement may not be transferred in any manner otherwise than by will or by the laws of descent or distribution. The terms of the Plan and this Agreement shall be binding upon Executive’s executors, administrators, heirs, successors and assigns.
9. Additional Conditions to Issuance of Stock. No shares shall be issued pursuant to this Agreement unless such issuance complies with Applicable Laws.
10.Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this 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 Executive with respect to the subject matter hereof, and may not be modified adversely to Executive’s interest except by means of a writing signed by the Company and Executive. This Agreement is governed by the internal substantive laws, but not the choice of law rules, of Texas.
11.No Guarantee of Continued Service. EXECUTIVE ACKNOWLEDGES AND AGREES THAT ANY SHARES ISSUED UNDER THIS AGREEMENT ARE SUBJECT TO VESTING PURSUANT TO THE VESTING SCHEDULE HEREIN AND ARE EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (AND NOT THROUGH THE ACT OF BEING HIRED OR BEING GRANTED SUCH SHARES). EXECUTIVE FURTHER ACKNOWLEDGES AND AGREES THAT THIS 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 SHALL NOT INTERFERE WITH
EXECUTIVE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EXECUTIVE’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.
By Executive’s signature and the signature of the Company’s representative below, Executive and the Company agree that the restricted Shares issuable pursuant to this Agreement are to be issued under and governed by the terms and conditions of the Plan this Agreement and a restricted share agreement to be entered into between the parties. Executive has reviewed the Plan and this Agreement in their entirety, and have had an opportunity to obtain the advice of counsel prior to executing this Agreement and Executive fully understands all provisions of the Plan and this Agreement. Executive hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and this Agreement. Executive further agrees to notify the Company upon any change in the residence address indicated above.
REALPAGE, INC.
By: /s/ Xxxxxx Xxxxxx | February 24, 2014 | |
Xxxxxx Xxxxxx, Executive Vice President, Chief Legal Officer and Corporate Secretary | Date | |
/s/ Xxxxxxx X. Xxxx | February 24, 2014 | |
Xxxxxxx X. Xxxx | Date | |
