Delaware | 7372 | 75-2788861 | ||
(State or other jurisdiction of
incorporation or organization) |
(Primary Standard Industrial
Classification Code Number) |
(I.R.S. Employer
Identification Number) |
Paul R. Tobias
Wilson Sonsini Goodrich & Rosati, Professional Corporation 900 S. Capital of Texas Hwy. Las Cimas IV, Fifth Floor Austin, Texas 78746 Tel: (512) 338-5400 |
William H. Hinman Jr.
Simpson Thacher & Bartlett LLP 2550 Hanover Street Palo Alto, California 94304 Tel: (650) 251-5000 |
The
information in this prospectus is not complete and may be
changed. Neither we nor the selling stockholders may sell these
securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus
is not an offer to sell these securities, and neither we nor the
selling stockholders are soliciting an offer to buy these
securities in any state where the offer or sale is not
permitted.
|
Underwriting
|
||||||||
Price to
|
Discounts and
|
Proceeds to
|
Proceeds to
|
|||||
Public | Commissions | RealPage | Selling Stockholders | |||||
Per share
|
$ | $ | $ | $ | ||||
Total
|
$ | $ | $ | $ |
Credit Suisse | Deutsche Bank Securities |
William Blair & Company | RBC Capital Markets |
JMP Securities | Pacific Crest Securities |
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F-1
EX-4.7
EX-10.2.E
EX-10.2.F
EX-10.2.G
EX-10.2.H
EX-10.6.A
EX-10.49
EX-10.50
EX-10.51
EX-10.52
EX-23.1
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Three Months
Ended March 31,
Year Ended December 31,
2010
2007
2008
2009
(unaudited)
(in thousands)
$
(3,143
)
$
(3,209
)
$
28,429
$
(203
)
4,854
9,847
9,231
2,456
2,273
2,095
5,784
2,214
1,510
2,152
4,528
1,464
703
(26,028
)
(118
)
490
1,476
2,805
1,094
844
324
$
5,984
$
13,064
$
25,593
$
7,231
1
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Increased revenues.
Our solutions help our
customers improve sales and marketing effectiveness, optimize
pricing and occupancy and improve collection of rental payments,
utility expenses, late fees and other charges.
2
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Reduced operating costs.
Our solutions help
our customers streamline and automate many ongoing property
management functions, centralize certain property operations,
control purchasing by on-site personnel and eliminate the need
to own and support property management applications and
associated hardware infrastructure.
Improved quality of service for residents and
prospects.
Our solutions expedite the processing
of a variety of recurring transactions and increase the
frequency and quality of communication with residents and
prospects, providing higher resident satisfaction and increased
differentiation from competing properties that do not use our
solutions.
Streamlined and simplified property management business
processes.
Our solutions share data and automate
the workflow of certain business processes, thereby eliminating
redundant data entry and simplifying many recurring tasks.
Ability to integrate third-party products and
services.
Our open architecture and application
framework facilitate the integration of third-party applications
and services into our solutions.
Increased visibility into property
performance.
Our integrated platform and common
data repository enable owners and managers to gain a
comprehensive view of the operational and financial performance
of each of their properties.
Simple implementation and support.
Our
solutions include pre-configured extensions that meet the
specific needs of a variety of property types and can be easily
tailored by our customers to meet the specific needs of their
properties or business processes.
Improved scalability.
Our application
infrastructure is designed to evolve with our customers
needs.
Integrated on demand software platform based on a common data
repository.
Our solutions are delivered through
an integrated on demand software platform that provides a single
point of access via the Internet to all of our products and a
common repository of prospect, resident and property data.
Large and growing ecosystem of property owners, managers,
prospects, residents and service providers.
Our
solutions automate and streamline many of the recurring
transactions and interactions among a large and expanding rental
housing ecosystem of property owners and managers, prospects,
residents and service providers.
Comprehensive platform of on demand software solutions for
property management.
We provide what we believe
to be the broadest range of on demand capabilities for managing
the resident lifecycle and core operational processes for
residential property management.
Deep rental housing industry expertise.
We
design our solutions based on our extensive rental housing
industry expertise, insight into industry trends and
developments and best practices.
Open cloud computing architecture.
Our cloud
computing architecture enables our solutions to interface with
many of our customers existing systems and allows our
customers to outsource the management of third-party business
applications.
acquire new customers;
increase the adoption of additional solutions within our
existing customer base;
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add new solutions to our platform; and
pursue acquisitions of complementary businesses, products and
technologies.
our quarterly operating results have fluctuated in the past and
may fluctuate in the future, which could cause our stock price
to decline;
we have a history of operating losses and may not maintain
profitability in the future;
if we are unable to manage the growth of our diverse and complex
operations, our financial performance may suffer;
our business depends substantially on customers renewing and
expanding their subscriptions for our solutions and any increase
in customer cancellations or decline in customer renewals and
expansions would harm our future operating results;
we face intense competitive pressures and our failure to compete
successfully could harm our operating results;
we may not be able to continue to add new customers, which could
adversely affect our operating results; and
if we are not able to integrate past or future acquisitions
successfully, our operating results and prospects could be
harmed.
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Common stock offered by us
shares
Common stock offered by the selling stockholders
shares
Total common stock offered
shares
Common stock to be outstanding after this offering
shares
Use of proceeds
We intend to use the net proceeds from this offering to pay
accumulated and unpaid dividends on our outstanding shares of
Series A, Series A1 and Series B convertible
preferred stock that have accrued at a rate of 8% per annum of
the original issue price of each such share of preferred stock,
compounded quarterly, which amounted to $0.8 million as of
May 31, 2010, to repay approximately $17.9 million of
our indebtedness outstanding as of May 31, 2010 and for
general corporate purposes, including working capital. We also
may use a portion of the net proceeds to acquire complementary
businesses or technologies. We will not receive any proceeds
from the sale of shares by the selling stockholders. See
Use of Proceeds.
Risk factors
You should read the Risk Factors section of this
prospectus for a discussion of factors that you should consider
carefully before deciding to invest in shares of our common
stock.
Proposed NASDAQ Global Market symbol
RP
17,148,381 shares of common stock issuable upon the
exercise of options outstanding as of March 31, 2010 under
our 1998 Stock Incentive Plan, with a weighted average exercise
price of $2.32 per share;
170,000 shares of common stock issuable upon exercise of
options outstanding as of March 31, 2010 issued to
directors pursuant to stock option agreements outside of our
1998 Stock Incentive Plan, with a weighted average exercise
price of $3.53 per share; and
shares
of common stock reserved for future issuance under our 2010
Equity Incentive Plan, which will become effective in connection
with this offering
(including shares of
common stock reserved, as
of ,
for future issuance under our 1998 Stock Incentive Plan, which
shares will be added to the shares reserved under our 2010
Equity Incentive Plan, upon its effectiveness).
5
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a -for-
reverse stock split of our common stock and convertible
preferred stock to be effected prior to the completion of this
offering;
the conversion of all outstanding shares of our convertible
preferred stock into 58,087,500 shares of common stock
effective upon the completion of this offering;
no exercise of options outstanding as of March 31, 2010;
no exercise by the underwriters of their right to purchase up
to shares
of common stock to cover over-allotments; and
the filing of our amended and restated certificate of
incorporation and the effectiveness of our amended and restated
bylaws, which will occur immediately upon the completion of this
offering.
6
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8
Three Months Ended March 31,
Year Ended December 31,
2009
2010
2007
2008
2009
(unaudited)
(unaudited)
(in thousands, except per share data)
$
62,592
$
95,192
$
128,377
$
29,264
$
37,207
11,560
7,582
3,860
1,437
1,868
9,429
9,794
8,665
1,942
2,303
83,581
112,568
140,902
32,643
41,378
35,703
46,058
58,513
13,035
17,858
47,878
66,510
82,389
19,608
23,520
21,708
28,806
27,446
6,711
8,315
18,047
23,923
27,804
6,180
7,540
9,756
14,135
20,210
4,536
6,522
49,511
66,864
75,460
17,427
22,377
(1,633
)
(354
)
6,929
2,181
1,143
(1,510
)
(2,152
)
(4,528
)
(985
)
(1,464
)
(3,143
)
(2,506
)
2,401
1,196
(321
)
703
(26,028
)
69
(118
)
$
(3,143
)
$
(3,209
)
$
28,429
$
1,127
$
(203
)
$
(9,143
)
$
(10,658
)
$
10,611
$
(292
)
$
(1,353
)
$
(9,143
)
$
(10,658
)
$
10,611
$
(292
)
$
(1,353
)
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Three Months Ended March 31,
Year Ended December 31,
2009
2010
2007
2008
2009
(unaudited)
(unaudited)
(in thousands, except per share data)
$
(0.45
)
$
(0.38
)
$
0.22
$
(0.01
)
$
(0.03
)
$
(0.45
)
$
(0.38
)
$
0.21
$
(0.01
)
$
(0.03
)
20,446
27,773
47,869
47,521
51,517
20,446
27,773
51,025
47,521
51,517
$
0.27
$
(0.00
)
$
0.26
$
(0.00
)
105,957
109,605
109,113
109,605
As of March 31,
As of December 31,
2010
2007
2008
2009
(unaudited)
(in thousands)
$
2,731
$
4,248
$
4,427
$
3,038
30,414
49,119
51,003
47,594
59,518
102,340
142,113
154,000
57,682
79,206
82,068
89,531
41,052
47,232
49,428
51,062
23,809
48,943
53,990
61,185
87,954
129,622
136,757
147,571
78,534
71,675
71,832
73,008
(106,970
)
(98,957
)
(66,476
)
(66,579
)
$
5,984
$
13,064
$
25,593
$
7,231
4,441
7,962
24,758
7,198
7,122
10,263
9,509
2,917
As of December 31,
As of March 31,
2007
2008
2009
2010
2,199
2,669
5,032
5,977
2,800
3,833
4,551
4,912
654
922
1,141
1,249
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(1)
Pro forma net income per share represents net income divided by
the pro forma weighted average shares outstanding as though the
conversion of our redeemable convertible preferred stock into
common stock occurred on the original issuance dates.
(2)
Pro forma weighted average shares outstanding reflects the
conversion of our redeemable convertible preferred stock (using
the if-converted method) into common stock as though the
conversion had occurred on the original dates of issuance.
(3)
Excludes restricted cash.
(4)
Includes capital lease obligations.
(5)
We define Adjusted EBITDA as net (loss) income plus depreciation
and asset impairment, amortization of intangible assets,
interest expense, net, income tax expense (benefit), stock-based
compensation expense and acquisition-related expense.
We believe that the use of Adjusted EBITDA is useful to
investors and other users of our financial statements in
evaluating our operating performance because it provides them
with an additional tool to compare business performance across
companies and across periods. We believe that:
Adjusted EBITDA provides investors and other users of our
financial information consistency and comparability with our
past financial performance, facilitates period-to-period
comparisons of operations and facilitates comparisons with our
peer companies, many of which use similar non-GAAP financial
measures to supplement their GAAP results; and
it is useful to exclude certain non-cash charges, such as
depreciation and asset impairment, amortization of intangible
assets and stock-based compensation and non-core operational
charges, such as acquisition-related expense, from Adjusted
EBITDA because the amount of such expenses in any specific
period may not directly correlate to the underlying performance
of our business operations and these expenses can vary
significantly between periods as a result of new acquisitions,
full amortization of previously acquired tangible and intangible
assets or the timing of new stock-based awards, as the case may
be.
We use Adjusted EBITDA in conjunction with traditional GAAP
operating performance measures as part of our overall assessment
of our performance, for planning purposes, including the
preparation of our annual operating budget, to evaluate the
effectiveness of our business strategies and to communicate with
our board of directors concerning our financial performance.
We do not place undue reliance on Adjusted EBITDA as our only
measure of operating performance. Adjusted EBITDA should not be
considered as a substitute for other measures of liquidity or
financial performance reported in accordance with GAAP. There
are limitations to using non-GAAP financial measures, including
that other companies may calculate these measures differently
than we do, that they do not reflect our capital expenditures or
future requirements for capital expenditures and that they do
not reflect changes in, or cash requirements for, our working
capital. We compensate for the inherent limitations associated
with using Adjusted EBITDA measures through disclosure of these
limitations, presentation of our financial statements in
accordance with GAAP and reconciliation of Adjusted EBITDA to
the most directly comparable GAAP measure, net (loss) income.
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Three Months Ended
March 31,
Year Ended December 31,
2009
2010
2007
2008
2009
(unaudited)
(unaudited)
(in thousands)
$
(3,143
)
$
(3,209
)
$
28,429
$
1,127
$
(203
)
4,854
9,847
9,231
2,043
2,456
2,273
2,095
5,784
1,362
2,214
1,510
2,152
4,528
985
1,464
703
(26,028
)
69
(118
)
490
1,476
2,805
565
1,094
844
324
$
5,984
$
13,064
$
25,593
$
6,151
$
7,231
Three Months Ended
March 31,
Year Ended December 31,
2009
2010
2007
2008
2009
(unaudited)
(unaudited)
(in thousands)
$
48
$
104
$
367
$
67
$
123
251
727
1,175
246
507
110
277
498
98
164
81
368
765
154
300
$
490
$
1,476
$
2,805
$
565
$
1,094
10
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the extent to which on demand software solutions maintain
current and achieve broader market acceptance;
our ability to timely introduce enhancements to our existing
solutions and new solutions;
our ability to increase sales to existing customers and attract
new customers;
changes in our pricing policies or those of our competitors;
the variable nature of our sales and implementation cycles;
general economic, industry and market conditions in the rental
housing industry that impact the financial condition of our
current and potential customers;
the amount and timing of our investment in research and
development activities;
technical difficulties, service interruptions or security
breaches;
our ability to hire and retain qualified key personnel,
including the rate of expansion of our sales force;
changes in the legal, regulatory or compliance environment
related to the rental housing industry, fair credit reporting,
payment processing, privacy, utility billing, the Internet and
e-commerce;
the amount and timing of operating expenses and capital
expenditures related to the expansion of our operations and
infrastructure;
the timing of revenue and expenses related to recent and
potential acquisitions or dispositions of businesses or
technologies;
our ability to integrate acquisitions in a cost-effective and
timely manner;
litigation and settlement costs, including unforeseen
costs; and
new accounting pronouncements and changes in accounting
standards or practices, particularly any affecting the
recognition of subscription revenue or accounting for mergers
and acquisitions.
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successfully supporting and maintaining a broad range of
solutions;
maintaining continuity in our senior management and key
personnel;
attracting, retaining, training and motivating our employees,
particularly technical, customer service and sales personnel;
enhancing our financial and accounting systems and controls;
enhancing our information technology infrastructure; and
managing expanded operations in geographically dispersed
locations.
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our inability to market our solutions in a cost-effective manner
to new customers or in new vertical or geographic markets;
our inability to expand our sales to existing customers;
our inability to build and promote our brand; and
perceived security, reliability, quality or compatibility
problems with our solutions.
difficulties in integrating and managing the operations and
technologies of the companies we acquire;
diversion of our managements attention from normal daily
operations of our business;
our inability to maintain the key employees, the key business
relationships and the reputations of the businesses we acquire;
insufficient revenue to offset our increased expenses associated
with acquisitions;
our responsibility for the liabilities of the businesses we
acquire, including, without limitation, liabilities arising out
of their failure to maintain effective data security and privacy
controls prior to the acquisition;
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difficulties in complying with new regulatory standards to which
we were not previously subject;
delays in our ability to implement internal standards, controls,
procedures and policies in the businesses we acquire; and
adverse effects of acquisition activity on the key performance
indicators we use to monitor our performance as a business.
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extended power loss;
telecommunications failures from multiple telecommunication
providers;
natural disaster or an act of terrorism;
software and hardware errors, or failures in our own systems or
in other systems;
network environment disruptions such as computer viruses,
hacking and similar problems in our own systems and in other
systems;
theft and vandalism of equipment; and
actions or events caused by or related to third parties.
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develop superior products or services, gain greater market
acceptance and expand their offerings more efficiently or more
rapidly;
adapt to new or emerging technologies and changes in customer
requirements more quickly;
take advantage of acquisition and other opportunities more
readily;
adopt more aggressive pricing policies and devote greater
resources to the promotion of their brand and marketing and
sales of their products and services; and
devote greater resources to the research and development of
their products and services.
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a reduction in new sales or subscription renewal rates;
unexpected sales credits or refunds to our customers, loss of
customers and other potential liabilities;
delays in customer payments, increasing our collection reserve
and collection cycle;
diversion of development resources and associated costs;
harm to our reputation and brand; and
unanticipated litigation costs.
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liability for customer costs related to disputed or fraudulent
merchant transactions if those amounts exceed the amount of the
customer reserves we have established to make such payments;
limits on the amount of custodial balances that any single ODFI
will underwrite;
reliance on bank sponsors and card payment processors and other
service providers to process bank card transactions;
failure by us or our bank sponsors to adhere to applicable laws
and regulatory requirements or the standards of the Visa and
MasterCard credit card associations;
incidences of fraud or a security breach or our failure to
comply with required external audit standards; and
our inability to increase our fees at times when Visa and
MasterCard increase their merchant transaction processing fees.
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reducing the number of occupied sites and units on which we earn
revenue;
preventing our customers from expanding their businesses and
managing new properties;
causing our customers to reduce spending on our solutions;
subjecting us to increased pricing pressure in order to add new
customers and retain existing customers;
causing our customers to switch to lower-priced solutions
provided by our competitors or internally-developed solutions;
delaying or preventing our collection of outstanding accounts
receivable; and
causing payment processing losses related to an increase in
customer insolvency.
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incur additional indebtedness or guarantee indebtedness of
others;
create liens on our assets;
enter into mergers or consolidations;
dispose of assets;
prepay indebtedness or make changes to our governing documents
and certain of our agreements;
pay dividends and make other distributions on our capital stock,
and redeem and repurchase our capital stock;
make investments, including acquisitions;
enter into transactions with affiliates; and
make capital expenditures.
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25
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variations in our operating results or in expectations regarding
our operating results;
variations in operating results of similar companies;
announcements of technological innovations, new solutions or
enhancements, strategic alliances or agreements by us or by our
competitors;
announcements by competitors regarding their entry into new
markets, and new product, service and pricing strategies;
marketing and advertising initiatives by us or our competitors;
the gain or loss of customers;
threatened or actual litigation;
major changes in our board of directors or management;
recruitment or departure of key personnel;
changes in the estimates of our operating results or changes in
recommendations by any research analysts that elect to follow
our common stock;
market conditions in our industry and the economy as a whole;
the overall performance of the equity markets;
sales of our shares of common stock by existing stockholders;
volatility in our stock price, which may lead to higher
stock-based compensation expense under applicable accounting
standards; and
adoption or modification of regulations, policies, procedures or
programs applicable to our business.
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shares
will be eligible for sale immediately upon completion of this
offering;
shares
will be eligible for sale beginning 90 days after the date
of this prospectus; and
shares
will be eligible for sale upon the expiration of
lock-up
agreements, subject in some cases to volume and other
restrictions of Rule 144 and Rule 701 under the
Securities Act of 1933, as amended, or the Securities Act.
34
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not providing for cumulative voting in the election of directors;
authorizing our board of directors to issue, without stockholder
approval, preferred stock with rights senior to those of our
common stock;
prohibiting stockholder action by written consent; and
requiring advance notification of stockholder nominations and
proposals.
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40
an actual basis;
a pro forma basis to reflect (i)
the -for-
reverse stock split of our common stock and convertible
preferred stock to be effected prior to the completion of this
offering and (ii) the conversion of all outstanding shares of
our convertible preferred stock into 58,087,500 shares of
our common stock upon the closing of this offering; and
a pro forma as adjusted basis to reflect (i) our receipt of
the net proceeds from our sale of shares of common stock in this
offering at an assumed initial public offering price of
$ per share, the midpoint of the range set
forth on the front cover of this prospectus, after deducting
estimated underwriting discounts and commissions and estimated
offering expenses and (ii) the application of the net
proceeds from this offering as described under Use of
Proceeds.
As of March 31, 2010
Pro Forma
Actual
Pro Forma
As Adjusted
(unaudited)
(unaudited)
(in thousands)
$
3,038
$
$
$
61,185
52,818
6,621
13,569
$
73,008
$
$
(1)
Includes capital lease obligations.
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As of March 31, 2010
Pro Forma
Actual
Pro Forma
As Adjusted
(unaudited)
(unaudited)
(in thousands)
$
53
24,283
(942
)
(90,000
)
27
(66,579
)
$
67,614
$
$
17,148,381 shares of common stock issuable upon the
exercise of options outstanding as of March 31, 2010 under
our 1998 Stock Incentive Plan, with a weighted average exercise
price of $2.32 per share;
170,000 shares of common stock issuable upon exercise of
options outstanding as of March 31, 2010 issued to
directors pursuant to stock option agreements outside of our
1998 Stock Incentive Plan, with a weighted average exercise
price of $3.53 per share; and
shares
of common stock reserved for future issuance under our 2010
Equity Incentive Plan, which will become effective in connection
with this offering
(including shares of
common stock reserved, as
of ,
for future issuance under our 1998 Stock Incentive Plan, which
shares will be added to the shares reserved under our 2010
Equity Incentive Plan, upon its effectiveness).
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$
$
(
)
$
Shares Purchased
Total
Average Price Per
Number
Percent
Amount
Percent
Share
111,158,442
%
$
%
$
100.0
%
$
$
100.0
%
17,148,381 shares of common stock issuable upon the
exercise of options outstanding as of March 31, 2010 under
our 1998 Stock Incentive Plan, with a weighted average exercise
price of $2.32 per share;
41
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170,000 shares of common stock issuable upon exercise of
options outstanding as of March 31, 2010 issued to
directors pursuant to stock option agreements outside of our
1998 Stock Incentive Plan, with a weighted average exercise
price of $3.53 per share; and
shares
of common stock reserved for future issuance under our 2010
Equity Incentive Plan, which will become effective in connection
with this offering
(including shares of
common stock reserved, as
of ,
for future issuance under our 1998 Stock Incentive Plan, which
shares will be added to the shares reserved under our 2010
Equity Incentive Plan, upon its effectiveness).
42
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44
45
Three Months
Year Ended December 31,
Ended March 31,
2005
2006
2009
2010
(unaudited)
(unaudited)
2007
2008
2009
(unaudited)
(unaudited)
(in thousands, except per share data)
$
21,049
$
36,525
$
62,592
$
95,192
$
128,377
$
29,264
$
37,207
17,277
15,183
11,560
7,582
3,860
1,437
1,868
4,801
6,937
9,429
9,794
8,665
1,942
2,303
43,127
58,645
83,581
112,568
140,902
32,643
41,378
29,168
29,596
35,703
46,058
58,513
13,035
17,858
13,959
29,049
47,878
66,510
82,389
19,608
23,520
15,075
16,959
21,708
28,806
27,446
6,711
8,315
7,142
10,487
18,047
23,923
27,804
6,180
7,540
5,782
6,267
9,756
14,135
20,210
4,536
6,522
27,999
33,713
49,511
66,864
75,460
17,427
23,377
(14,040
)
(4,664
)
(1,633
)
(354
)
6,929
2,181
1,143
(381
)
(508
)
(1,510
)
(2,152
)
(4,528
)
(985
)
(1,464
)
(14,421
)
(5,172
)
(3,143
)
(2,506
)
2,401
1,196
(321
)
703
(26,028
)
69
(118
)
$
(14,421
)
$
(5,172
)
$
(3,143
)
$
(3,209
)
$
28,429
$
1,127
$
(203
)
$
(19,426
)
$
(10,590
)
$
(9,143
)
$
(10,658
)
$
10,611
$
(292
)
$
(1,353
)
$
(19,426
)
$
(10,590
)
$
(9,143
)
$
(10,658
)
$
10,611
$
(292
)
$
(1,353
)
43
Table of Contents
Three Months
Year Ended December 31,
Ended March 31,
2005
2006
2009
2010
(unaudited)
(unaudited)
2007
2008
2009
(unaudited)
(unaudited)
(in thousands, except per share data)
$
(1.02
)
$
(0.53
)
$
(0.45
)
$
(0.38
)
$
0.22
$
(0.01
)
$
(0.03
)
$
(1.02
)
$
(0.53
)
$
(0.45
)
$
(0.38
)
$
0.21
$
(0.01
)
$
(0.03
)
19,087
20,021
20,446
27,773
47,869
47,521
51,517
19,087
20,021
20,446
27,773
51,025
47,521
51,517
$
0.27
$
(0.00
)
$
0.26
$
(0.00
)
105,957
109,605
109,113
109,605
As of December 31,
As of March 31,
2005
2006
2010
(unaudited)
(unaudited)
2007
2008
2009
(unaudited)
(in thousands)
$
5,341
$
2,493
$
2,731
$
4,248
$
4,427
$
3,038
16,951
18,843
30,414
49,119
51,003
47,594
27,292
32,511
59,518
102,340
142,113
154,000
40,560
50,490
57,682
79,206
82,068
89,531
33,114
36,283
41,052
47,232
49,428
51,062
3,849
6,682
23,809
48,943
53,990
61,185
49,275
59,485
87,954
129,622
136,757
147,571
66,514
72,300
78,534
71,675
71,832
73,008
(88,497
)
(99,274
)
(106,970
)
(98,957
)
(66,476
)
(66,579
)
$
(8,162
)
$
(692
)
$
5,984
$
13,064
$
25,593
$
7,231
(2,614
)
969
4,441
7,962
24,758
7,198
3,970
5,597
7,122
10,263
9,509
2,917
Table of Contents
As of December 31,
As of March 31,
2005
2006
2007
2008
2009
2010
1,025
1,469
2,199
2,669
5,032
5,977
1,181
1,708
2,800
3,833
4,551
4,912
478
532
654
922
1,141
1,249
(1)
Pro forma net income per share represents net income divided by
the pro forma weighted average shares outstanding as though the
conversion of our redeemable convertible preferred stock into
common stock occurred on the original issuance dates.
(2)
Pro forma weighted average shares outstanding reflects the
conversion of our redeemable convertible preferred stock (using
the if-converted method) into common stock as though the
conversion had occurred on the original dates of issuance.
(3)
Excludes restricted cash.
(4)
Includes capital lease obligations.
(5)
We define Adjusted EBITDA as net (loss) income plus depreciation
and asset impairment, amortization of intangible assets,
interest expense, net, income tax expense (benefit), stock-based
compensation expense and acquisition-related expense.
We believe that the use of Adjusted EBITDA is useful to
investors and other users of our financial statements in
evaluating our operating performance because it provides them
with an additional tool to compare business performance across
companies and across periods. We believe that:
Adjusted EBITDA provides investors and other users of our
financial information consistency and comparability with our
past financial performance, facilitates period-to-period
comparisons of operations and facilitates comparisons with our
peer companies, many of which use similar non-GAAP financial
measures to supplement their GAAP results; and
it is useful to exclude certain non-cash charges, such as
depreciation and asset impairment, amortization of intangible
assets and stock-based compensation and non-core operational
charges, such as acquisition-related expense, from Adjusted
EBITDA because the amount of such expenses in any specific
period may not directly correlate to the underlying performance
of our business operations and these expenses can vary
significantly between periods as a result of new acquisitions,
full amortization of previously acquired tangible and intangible
assets or the timing of new stock-based awards, as the case may
be.
We use Adjusted EBITDA in conjunction with traditional GAAP
operating performance measures as part of our overall assessment
of our performance, for planning purposes, including the
preparation of our annual operating budget, to evaluate the
effectiveness of our business strategies and to communicate with
our board of directors concerning our financial performance.
We do not place undue reliance on Adjusted EBITDA as our only
measure of operating performance. Adjusted EBITDA should not be
considered as a substitute for other measures of liquidity or
financial performance reported in accordance with GAAP. There
are limitations to using non-GAAP financial measures, including
that other companies may calculate these measures differently
than we do, that they do not reflect our capital expenditures or
future requirements for capital expenditures and that they do
not reflect changes in, or cash requirements for, our working
capital. We compensate for the inherent limitations associated
with using Adjusted EBITDA measures through disclosure of these
limitations, presentation of our financial statements in
accordance with GAAP and reconciliation of Adjusted EBITDA to
the most directly comparable GAAP measure, net (loss) income.
Table of Contents
Three Months Ended
Year Ended December 31,
March 31,
2005
2006
2007
2008
2009
2009
2010
(in thousands)
$
(14,421
)
$
(5,172
)
$
(3,143
)
$
(3,209
)
$
28,429
$
1,127
$
(203
)
1,788
2,698
4,854
9,847
9,231
2,043
2,456
4,090
1,241
2,273
2,095
5,784
1,362
2,214
381
508
1,510
2,152
4,528
985
1,464
703
(26,028
)
69
(118
)
33
490
1,476
2,805
565
1,094
844
324
$
(8,162
)
$
(692
)
$
5,984
$
13,064
$
25,593
$
6,151
$
7,231
Three Months Ended
March 31,
Year Ended December 31,
2009
2010
2005
2006
2007
2008
2009
(unaudited)
(unaudited)
(in thousands)
$
48
$
104
$
367
$
67
$
123
251
727
1,175
246
507
110
277
498
98
164
$
33
81
368
765
154
300
$
33
$
490
$
1,476
$
2,805
$
565
$
1,094
46
Table of Contents
CONDITION AND RESULTS OF OPERATIONS
47
Table of Contents
69
88
Three Months Ended
March 31,
Year Ended December 31,
2009
2010
2007
2008
2009
(unaudited)
(unaudited)
(in thousands, except dollar per unit data)
$
83,581
$
112,568
$
140,902
$
32,643
$
41,378
$
62,592
$
95,192
$
128,377
$
29,264
$
37,207
74.9%
84.6%
91.1%
89.6%
89.9%
2,800
3,833
4,551
3,948
4,912
2,293
3,138
4,128
3,890
4,732
$
27.30
$
30.34
$
31.10
$
30.09
$
31.45
$
5,984
$
13,064
$
25,593
$
6,151
$
7,231
7.2%
11.6%
18.2%
18.8%
17.5%
48
Table of Contents
Three Months Ended
Year Ended December 31,
March 31,
2007
2008
2009
2009
2010
(in thousands)
$
(3,143
)
$
(3,209
)
$
28,429
$
1,127
$
(203
)
4,854
9,847
9,231
2,043
2,456
2,273
2,095
5,784
1,362
2,214
1,510
2,152
4,528
985
1,464
703
(26,028
)
69
(118
)
490
1,476
2,805
565
1,094
844
324
$
5,984
$
13,064
$
25,593
$
6,151
$
7,231
49
Table of Contents
50
Table of Contents
As of March 31,
As of December 31,
2010
2007
2008
2009
(unaudited)
(in thousands)
$
9,583
$
12,650
$
33,688
$
41,875
8,584
10,000
10,000
10,000
10,000
11,064
8,173
7,493
5,642
5,229
2,129
1,817
3,455
2,966
2,470
2,301
51
Table of Contents
there is persuasive evidence of an arrangement;
the solution and/or service has been provided to the customer;
the collection of the fees is probable; and
the amount of fees to be paid by the customer is fixed or
determinable.
Vendor specific objective evidence (VSOE), if
available.
The price at which we sell the element
in a separate stand-alone transaction;
52
Table of Contents
Third-party evidence of selling price (TPE), if VSOE of
selling price is not available.
Evidence from us
or other companies of the value of a largely interchangeable
element in a transaction; and
Estimated selling price (ESP), if neither VSOE nor TPE of
selling price is available.
Our best estimate of
the stand-alone selling price of an element in a transaction.
53
Table of Contents
54
Table of Contents
1.5-4.8
%
6
0
%
50-60
%
55
Table of Contents
Exercise Price
Fair Value
Options Granted
Per Share
Per Share
1,437,500
$
3.00
$
2.72
571,000
3.00
2.88
1,763,000
3.00
2.52
225,000
3.00
2.52
472,500
3.00
2.52
100,000
3.00
2.83
1,841,000
3.75
3.37
25,000
3.75
3.37
932,000
4.00
3.98
300,000
4.00
3.98
our current and historical operating performance;
our expected future operating performance;
our financial condition at the grant date;
the liquidation rights and other preferences of our preferred
stock;
any recent privately negotiated sales of our securities to
independent third parties;
input from management;
the lack of marketability of our common stock;
the potential future marketability of our common stock;
the business risks inherent in our business and in technology
companies, generally;
the market performance of comparable publicly traded
companies; and
the U.S. and global capital market conditions.
56
Table of Contents
57
Table of Contents
58
Table of Contents
59
Table of Contents
60
Table of Contents
Three Months Ended
March 31,
Year Ended December 31,
2009
2010
2007
2008
2009
(unaudited)
(unaudited)
(in thousands)
$
62,592
$
95,192
$
128,377
$
29,264
$
37,207
11,560
7,582
3,860
1,437
1,868
9,429
9,794
8,665
1,942
2,303
83,581
112,568
140,902
32,643
41,378
35,703
46,058
58,513
13,035
17,858
47,878
66,510
82,389
19,608
23,520
21,708
28,806
27,446
6,711
8,315
18,047
23,923
27,804
6,180
7,540
9,756
14,135
20,210
4,536
6,522
49,511
66,864
75,460
17,427
22,377
(1,633
)
(354
)
6,929
2,181
1,143
(1,510
)
(2,152
)
(4,528
)
(985
)
(1,464
)
(3,143
)
(2,506
)
2,401
1,196
(321
)
703
(26,028
)
69
(118
)
$
(3,143
)
$
(3,209
)
$
28,429
$
1,127
$
(203
)
(1)
Includes stock-based compensation expense as follows:
Three Months Ended
March 31,
Year Ended December 31,
2009
2010
2007
2008
2009
(unaudited)
(unaudited)
(in thousands)
$
48
$
104
$
367
$
67
$
123
251
727
1,175
246
507
110
277
498
98
164
81
368
765
154
300
61
Table of Contents
Year Ended December 31,
Three Months Ended March 31,
2007
2008
2009
2009
2010
(as a percentage of total revenue)
74.9
%
84.6
%
91.1
%
89.6
%
89.9
%
13.8
6.7
2.7
4.5
4.5
11.3
8.7
6.2
5.9
5.6
100.0
100.0
100.0
100.0
100.0
42.7
40.9
41.5
39.9
43.2
57.3
59.1
58.5
60.1
56.8
26.0
25.6
19.5
20.6
20.1
21.6
21.3
19.7
18.9
18.2
11.7
12.6
14.3
13.9
15.8
59.3
59.5
53.5
53.4
54.1
(2.0
)
(0.4
)
5.0
6.7
2.8
(1.8
)
(1.9
)
(3.2
)
(3.0
)
(3.5
)
(3.8
)
(2.3
)
1.8
3.7
(0.8
)
0.6
(18.5
)
0.2
(0.3
)
(3.8
)
(2.9
)
20.3
3.5
(0.5
)
Three Months Ended March 31,
2009
2010
Change
% Change
(in thousands, except dollar per unit data)
$
29,264
$
37,207
$
7,943
27.1
%
1,437
1,868
431
30.0
%
1,942
2,303
361
18.6
%
$
32,643
$
41,378
$
8,735
26.8
%
3,948
4,912
964
24.4
%
3,890
4,732
842
21.6
%
$
30.09
$
31.45
$
1.36
4.5
%
62
Table of Contents
Three Months Ended March 31,
2009
2010
Change
% Change
(in thousands)
$
11,477
$
15,121
$
3,644
31.8
%
1,558
2,737
1,179
75.7
%
$
13,035
$
17,858
$
4,823
37.0
%
63
Table of Contents
Three Months Ended March 31,
2009
2010
Change
% Change
(in thousands)
$
6,217
$
7,772
$
1,555
25.0
%
494
543
49
9.9
%
$
6,711
$
8,315
$
1,604
23.9
%
Three Months Ended March 31,
2009
2010
Change
% Change
(in thousands)
$
5,120
$
6,511
$
1,391
27.2
%
1,060
1,029
(31
)
(2.9
)%
$
6,180
$
7,540
$
1,360
22.0
%
Three Months Ended March 31,
2009
2010
Change
%Change
(in thousands)
$
4,253
$
6,161
$
1,908
44.9
%
283
361
78
27.6
%
$
4,536
$
6,522
$
1,986
43.8
%
64
Table of Contents
Year Ended December 31,
2008
2009
Change
% Change
(in thousands, except dollar per unit data)
$
95,192
$
128,377
$
33,185
34.9
%
7,582
3,860
(3,722
)
(49.1
)
9,794
8,665
(1,129
)
(11.5
)
$
112,568
$
140,902
$
28,334
25.2
3,833
4,551
718
18.7
3,138
4,128
990
31.5
$
30.34
$
31.10
$
0.76
2.5
65
Table of Contents
Year Ended December 31,
2008
2009
Change
% Change
(in thousands)
$
40,783
$
51,260
$
10,477
25.7
%
5,275
7,253
1,978
37.5
$
46,058
$
58,513
$
12,455
27.0
Year Ended December 31,
2008
2009
Change
% Change
(in thousands)
$
26,514
$
25,277
$
(1,237
)
(4.7
)%
2,292
2,169
(123
)
(5.4
)
$
28,806
$
27,446
$
(1,360
)
(4.7
)
Year Ended December 31,
2008
2009
Change
% Change
(in thousands)
$
21,649
$
23,744
$
2,095
9.7
%
2,274
4,060
1,786
78.5
$
23,923
$
27,804
$
3,881
16.2
Year Ended December 31,
2008
2009
Change
% Change
(in thousands)
$
12,979
$
18,923
$
5,944
45.8
%
1,156
1,287
131
11.3
$
14,135
$
20,210
$
6,075
43.0
66
Table of Contents
Year Ended December 31,
2007
2008
Change
% Change
(in thousands, except dollar per unit data)
$
62,592
$
95,192
$
32,600
52.1
%
11,560
7,582
(3,978
)
(34.4
)
9,429
9,794
365
3.9
$
83,581
$
112,568
$
28,987
34.7
2,800
3,833
1,033
36.9
2,293
3,138
845
36.9
$
27.30
$
30.34
$
3.04
11.1
67
Table of Contents
Year Ended December 31,
2007
2008
Change
% Change
(in thousands)
$
32,056
$
40,783
$
8,727
27.2
%
3,647
5,275
1,628
44.6
$
35,703
$
46,058
$
10,355
29.0
Year Ended December 31,
2007
2008
Change
% Change
(in thousands)
$
20,459
$
26,514
$
6,055
29.6
%
1,249
2,292
1,043
83.5
$
21,708
$
28,806
$
7,098
32.7
68
Table of Contents
Year Ended December 31,
2007
2008
Change
% Change
(in thousands)
$
16,215
$
21,649
$
5,434
33.5
%
1,832
2,274
442
24.1
$
18,047
$
23,923
$
5,876
32.6
Year Ended December 31,
2007
2008
Change
% Change
(in thousands)
$
9,357
$
12,979
$
3,622
38.7
%
399
1,156
757
189.7
$
9,756
$
14,135
$
4,379
44.9
Table of Contents
Three Months Ended,
March 31,
June 30,
September 30,
December 31,
March 31,
June 30,
September 30,
December 31,
March 31,
2008
2008
2008
2008
2009
2009
2009
2009
2010
(in thousands)
$
20,724
$
22,486
$
24,520
$
27,462
$
29,264
$
30,852
$
33,069
$
35,192
$
37,207
2,140
1,902
1,766
1,774
1,437
1,441
468
514
1,868
1,936
2,351
2,982
2,525
1,942
2,175
2,117
2,431
2,303
24,800
26,739
29,268
31,761
32,643
34,468
35,654
38,137
41,378
10,060
10,811
12,074
13,113
13,035
14,568
15,201
15,709
17,858
14,740
15,928
17,194
18,648
19,608
19,900
20,453
22,428
23,520
6,668
7,074
6,932
8,132
6,711
6,887
6,675
7,173
8,315
5,308
5,600
6,325
6,690
6,180
6,833
7,363
7,428
7,540
3,173
3,456
3,648
3,858
4,536
4,187
4,552
6,935
6,522
15,149
16,130
16,905
18,680
17,427
17,907
18,590
21,536
22,377
(409
)
(202
)
289
(32
)
2,181
1,993
1,863
892
1,143
(460
)
(418
)
(493
)
(781
)
(985
)
(998
)
(1,123
)
(1,422
)
(1,464
)
(869
)
(620
)
(204
)
(813
)
1,196
995
740
(530
)
(321
)
65
638
69
85
64
(26,246
)
(118
)
$
(869
)
$
(685
)
$
(204
)
$
(1,451
)
$
1,127
$
910
$
676
$
25,716
$
(203
)
(1)
Includes stock-based compensation expense as follows:
Three Months Ended,
March 31,
June 30,
September 30,
December 31,
March 31,
June 30,
September 30,
December 31,
March 31,
2008
2008
2008
2008
2009
2009
2009
2009
2010
(in thousands)
$
19
$
23
$
21
$
41
$
67
$
85
$
103
$
112
$
123
181
158
170
218
246
252
277
400
507
39
76
76
86
98
117
135
148
164
57
98
101
112
154
159
211
241
300
$
296
$
355
$
368
$
457
$
565
$
613
$
726
$
901
$
1,094
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Three Months Ended,
March 31,
June 30,
September 30,
December 31,
March 31,
June 30,
September 30,
December 31,
March 31,
2008
2008
2008
2008
2009
2009
2009
2009
2010
(as a percentage of total revenue)
83.6
%
84.1
%
83.8
%
86.5
%
89.6
%
89.5
%
92.7
%
92.3
%
89.9
%
8.6
7.1
6.0
5.5
4.5
4.2
1.4
1.3
4.5
7.8
8.8
10.2
8.0
5.9
6.3
5.9
6.4
5.6
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
40.6
40.4
41.3
41.3
39.9
42.3
42.6
41.2
43.2
59.4
59.6
58.7
58.7
60.1
57.7
57.4
58.8
56.8
26.9
26.5
23.7
25.6
20.6
20.0
18.7
18.8
20.1
21.4
20.9
21.6
21.1
18.9
19.8
20.7
19.5
18.2
12.8
12.9
12.5
12.1
13.9
12.1
12.8
18.2
15.8
61.1
60.3
57.8
58.8
53.4
51.9
52.2
56.5
54.1
(1.6
)
(0.8
)
1.0
(0.1
)
6.7
5.8
5.2
2.3
2.8
(1.9
)
(1.6
)
(1.7
)
(2.5
)
(3.0
)
(2.9
)
(3.1
)
(3.7
)
(3.5
)
(3.5
)
(2.4
)
(0.7
)
(2.6
)
3.7
2.9
2.1
(1.4
)
(0.8
)
0.2
2.0
0.2
0.2
0.2
(68.8
)
(0.3
)
(3.5
)
(2.6
)
(0.7
)
(4.6
)
3.5
2.7
1.9
67.4
(0.5
)
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Adjusted EBITDA provides investors and other users of our
financial information consistency and comparability with our
past financial performance, facilitates period-to-period
comparisons of operations and facilitates comparisons with our
peer companies, many of which use similar non-GAAP financial
measures to supplement their GAAP results; and
it is useful to exclude certain non-cash charges, such as
depreciation and asset impairment, amortization of intangible
assets and stock-based compensation and non-core operational
charges, such as acquisition-related expense, from Adjusted
EBITDA because the amount of such expenses in any specific
period may not directly correlate to the underlying performance
of our business operations and these expenses can vary
significantly between periods as a result of new acquisitions,
full amortization of previously acquired tangible and intangible
assets or the timing of new stock-based awards, as the case may
be.
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Three Months Ended,
March 31,
June 30,
September 30,
December 31,
March 31,
June 30,
September 30,
December 31,
March 31,
2008
2008
2008
2008
2009
2009
2009
2009
2010
(in thousands)
$
(869
)
$
(685
)
$
(204
)
$
(1,451
)
$
1,127
$
910
$
676
$
25,716
$
(203
)
1,835
2,018
2,244
3,750
2,043
2,470
2,419
2,299
2,456
657
333
331
774
1,362
1,322
1,279
1,821
2,414
460
418
493
781
985
998
1,123
1,422
1,464
65
638
69
85
64
(26,246
)
(118
)
296
355
368
457
565
613
726
901
1,094
20
824
324
$
2,379
$
2,504
$
3,232
$
4,949
$
6,151
$
6,398
$
6,307
$
6,737
$
7,231
Three Months
Year Ended December 31,
Ended March 31,
2007
2008
2009
2009
2010
(in thousands)
$
4,441
$
7,962
$
24,758
$
9,730
$
7,198
(16,155
)
(32,320
)
(24,676
)
(2,288
)
(15,965
)
11,952
25,875
97
(2,365
)
7,351
73
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Payments Due by Period
Less Than
More Than
Total
1 year
1-3 years
3-5 years
5 years
(in thousands)
$
61,861
$
11,093
$
23,443
$
27,325
$
13,574
4,840
7,332
1,402
2,273
1,670
603
27,051
4,922
8,197
7,591
6,341
4,359
1,653
1,842
864
$
109,118
$
24,178
$
41,417
$
37,182
$
6,341
(1)
The amount of interest payments on long-term debt obligations
represents current obligations with interest rates as of
December 31, 2009, and is subject to change based on
changes to interest rates and our planned prepayment of our
currently outstanding long-term debt obligations with the net
proceeds of the offering.
(2)
We have made several acquisitions in which a portion of the cash
purchase price is payable at various times through 2014.
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Number of
Estimated Units
(in millions)
13.8
8.1
5.3
8.6
3.5
39.3
79
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Legacy
information technology solutions designed to manage the rental
housing property management process are
inadequate.
require significant customization to implement, which frequently
inhibits upgrading to new versions or platforms in a timely
manner;
require information technology, or IT, resources to support
integration points between property management systems and
disparate value-added services;
require IT resources to implement and maintain data security,
data integrity, performance and business continuity solutions;
lack scalability and flexibility to account for the expansion or
contraction of a property portfolio;
lack robust marketing and tracking capabilities for converting
prospects to residents;
lack effective spend management capabilities for controlling
property management costs;
lack comprehensive analytics for pricing and yield optimization;
lack workflow level integration;
do not provide owners and managers with visibility into overall
property performance; and
cannot be easily updated to meet new regulations and compliance
requirements.
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conventional single-family properties (four units or less);
conventional multi-family properties (five or more units);
affordable Housing and Urban Development, or HUD, properties;
affordable tax credit properties;
privatized military housing;
student housing; and
senior living.
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Prospects, generates, presents and records price quotations,
generates lease documents, schedules move-ins and posts
financial transactions to the resident ledger for both new
residents and renewal of existing resident leases. Seven
versions support the unique needs of our target residential
rental markets.
Manages asset warranties, service requests and unit turnovers so
that when a resident moves out, the resident ledger is
automatically updated with any damages to be incorporated into
the residents final account statement.
Manages work orders and procurement activities and calculates
operating budget variances.
Provides back-office general ledger, accounts payable and cash
management functions. We license OneSite Accounting from a
third-party accounting software provider and have modified it to
meet the needs of the rental housing industry.
Enables owners and managers to budget property performance and
transfer budgets into the general ledger.
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Provides a central repository of property marketing and listing
content, including descriptions, photos, video or animated
tours, floor plans and site plans.
Provides call and email routing technology and agent staffing on
a permanent or overflow basis to answer phone calls and emails
from prospects or residents.
Enables owners and managers to create customized property
websites with rich content and search capabilities and list them
on various Internet listing services and search engines.
Provides a portal that enables residents to view community
events, enter or check the status of service requests, review
statements, pay rent online and renew leases.
Provides advertising and marketing planning services through a
talented team of multi-family marketing experts including
advertising placement and performance evaluation, leasing and
renewal campaign design and marketing consulting services.
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Uses current customer and market data and statistically derived
supply/demand forecasts and price elasticity models to calculate
and present optimal prices for each rental unit.
Offers outsourced pricing management advisory services for
owners and managers who want to utilize Price Optimizer without
incurring the costs to staff and support it in-house.
Provides multi-family housing market research through a
well-established and trusted name in multi-family market
intelligence. The M/PF Research database includes monthly and
quarterly information on occupancy and rents for more than
36,000 rental housing properties in the United States
representing 284 defined metropolitan statistical areas as of
February 2010.
Evaluates an applicants credit using a scoring model
calibrated to predict resident default and payment behavior by
leveraging our proprietary database of resident rental payment
history generated from our property management systems.
Ascertains if a prospective resident has committed a crime or
been evicted from a previous apartment by accessing databases
that are aggregated from third-party data providers.
Allows owners and managers to optimize credit thresholds based
on occupancy levels and adjust deposit and rent amounts based on
the default risk of the resident in a yield neutral manner.
Credit Optimizer is expected to remain in beta testing
throughout 2010.
Offers liability and renters insurance. Liability policies
protect owners and managers against financial loss due to
resident-caused damage, while renters insurance provides
additional coverage for resident personal belongings in the
event of loss.
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Provides automated monthly invoicing services enabling owners
and managers to increase collections by sending each resident a
monthly invoice that combines rent, small balances and utility
charges onto a single invoice.
Provides automated utility billing services to enable owners and
managers to detect and collect utility costs that are the
residents responsibility.
Provides contractor services to install electric, gas and water
meters in apartment communities through three individual product
centers. Velocity also provides consulting services to assist
owners and managers in implementing and managing energy, media,
data and telecom services at their communities.
Integrates purchase orders, onsite accounts payable, automated
workflow approval (including mobile approvals), budget and spend
limit control, centralized expense reporting tools and document
management through our on demand spend management tool.
Enables owners and managers to create private marketplaces to
manage the transactions between their properties and their
preferred suppliers and service providers through our on demand
eProcurement solution.
Provides an on demand invoice management solution that
centralizes the processing of both electronic and paper invoices
across the owners or managers portfolio.
Offers a catalog of negotiated discounts for selected vendors
across several major purchasing categories for owners and
managers that are too small to negotiate volume discounts.
Provides an on demand procurement system used primarily for
larger capital and rehab related purchases that are not ordered
regularly.
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Aggregates the data from our other solutions and third-party
applications and gives owners and managers access to business
critical reports and actionable analytical information about the
performance of their properties.
Provides storage, retrieval, security, and archiving of all
documents and forms associated with a property management
companys business processes and procedures.
Enables owners and managers to collect rent and other payments
electronically from residents through check, money order,
automated clearing house, or ACH, or credit/debit card.
Allows owners and managers to train geographically dispersed
employees in a cost-effective and timely fashion, and allows
employees to complete their coursework at their convenience.
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field marketing events for customers and prospects;
participation in, and sponsorship of, user conferences, trade
shows and industry events;
customer programs, including user meetings and our online
customer community;
online marketing activities, including email campaigns, online
advertising, web campaigns, webinars and use of social media,
including blogging, Facebook, and Twitter;
public relations; and
use of our website to provide product and company information,
as well as learning opportunities for potential customers.
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in the multi-family ERP market, AMSI Property Management (owned
by Infor Global Solutions, Inc.), MRI Software LLC and Yardi
Systems, Inc. and, in the single-family ERP market, AppFolio,
Inc.;
in the applicant screening market, ChoicePoint Inc. (a
subsidiary of Reed Elsevier Group plc), First Advantage
Corporation (a subsidiary of The First American Corporation),
TransUnion Rental Screening Solutions, Inc. (a subsidiary of
TransUnion LLC) and Yardi Systems, Inc. (following its
recent acquisition of RentGrow Inc., an applicant screening
provider);
in the insurance market, Assurant, Inc., Bader Company and a
number of national insurance underwriters (including GEICO
Corporation) that market renters insurance;
in the CRM market, contact center and call tracking service
providers Call Source Inc., Level One, Inc., Yardi Systems,
Inc. (which recently announced its intention to build a call
center) and numerous regional and local call centers, lead
tracking solution providers eReal Estate Integration, Inc., Lead
Tracking Solutions (a division of O.C. Concepts, Inc.) and
Whos Calling, Inc., content syndications and reservations
systems providers eReal Estate Integration, Inc. and Realty
DataTrust Corporation and companies providing web portal
services, including Apartments24-7.com, Inc., Ellipse
Communications, Inc., Property Solutions International, Inc.,
Spherexx.com and Yardi Systems, Inc.;
in the utility billing market, American Utility Management,
Inc., Conservice, LLC, ista North America, Inc., NWP Services
Corporation and Yardi Systems, Inc. (following its recent
acquisition of Energy Billing Systems, Inc.);
in the revenue management market, PROS Holdings, Inc., The
Rainmaker Group, Inc. and Yardi Systems, Inc.; and
in the payment processing space, Chase Paymentech Solutions, LLC
(a subsidiary of JPMorgan Chase & Co.), First Data
Corporation, Fiserv, Inc., MoneyGram International, Inc., NWP
Services Corporation, Property Solutions International, Inc.,
RentPayment.com (a subsidiary of Yapstone, Inc.), Yardi Systems,
Inc. and a number of national banking institutions.
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132
II-13
II-14
II-15
Age
63
Chairman of the Board, Chief Executive Officer and Director
47
Chief Financial Officer and Treasurer
44
President
42
Executive Vice President, Chief Legal Officer and Secretary
38
Executive Vice President, Multifamily Solutions
39
Chief Operations Officer
65
Director
57
Director
64
Director
54
Director
38
Director
(1)
Member of our audit committee.
(2)
Member of our compensation committee.
(3)
Member of our nominating and governance committee
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selecting and hiring our independent auditors;
approving the audit and non-audit services to be performed by
our independent auditors;
evaluating the qualifications, performance and independence of
our independent auditors;
monitoring the integrity of our financial statements and our
compliance with legal and regulatory requirements as they relate
to financial statements or accounting matters;
reviewing the adequacy and effectiveness of our internal control
policies and procedures;
discussing the scope and results of the audit with the
independent auditors and reviewing with management and the
independent auditors our interim and year-end operating results;
preparing the audit committee report required in this prospectus
and in our annual proxy statement; and
reviewing and evaluating, at least annually, its own performance
and that of its members, including compliance with the committee
charter.
reviewing and approving corporate goals and objectives relevant
to compensation of our Chief Executive Officer and other
executive officers;
reviewing and approving the following for our Chief Executive
Officer and our other executive officers: annual base salaries,
annual incentive bonuses, including the specific goals and
amounts, equity compensation, employment agreements, severance
arrangements and change in control arrangements and any other
benefits, compensation or arrangements;
reviewing the succession planning for our executive officers;
reviewing and recommending compensation goals and bonus and
stock compensation criteria for our employees;
reviewing and recommending compensation programs for outside
directors;
preparing the compensation discussion and analysis and
compensation committee report that the SEC requires in our
annual proxy statement;
administering, reviewing and making recommendations with respect
to our equity compensation plans; and
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reviewing and evaluating, at least annually, its own performance
and that of its members, including compliance with the committee
charter.
assisting our board of directors in identifying prospective
director nominees and recommending nominees for each annual
meeting of stockholders to the board of directors;
reviewing developments in corporate governance practices and
developing and recommending governance principles applicable to
our board of directors;
overseeing the evaluation of our board of directors and
management;
recommending members for each board committee to our board of
directors; reviewing and monitoring our code of business conduct
and ethics and actual and potential conflicts of interest of
members of our board of directors and officers; and
reviewing and evaluating, at least annually, its own performance
and that of its members, including compliance with the committee
charter.
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$6,000 per quarter
$4,500 per quarter
$3,000 per quarter
$3,000 per quarter
$1,500 per quarter
$50,000 restricted stock
value
(1)
(1)
The forfeiture provision of each annual restricted stock grant
will lapse with respect to 5% of the restricted shares subject
to the grant each quarter commencing on the first day of the
calendar quarter immediately following the grant date for 15
consecutive quarters and the forfeiture provision will lapse
with respect to the remaining 25% of the restricted shares
subject to the grant on the first day of the next following
calendar quarter, subject to the continuous service of the
director through each applicable date.
Fees Earned or
Option
Paid in Cash ($)
Awards
($)
(1)
Total ($)
$
158,257
(2)
$
158,257
(1)
Represents the aggregate grant date fair value computed in
accordance with FASB ASC Topic 718. See Note 8 of Notes to
Consolidated Financial Statements for the year ended
December 31, 2009 for a discussion of assumptions made in
determining the grant date fair value of our stock option awards.
(2)
Reflects contingent grant to Mr. Gyenes of options to
purchase 100,000 shares of our common stock at an exercise
price of $3.00 per share on December 18, 2009. The
contingencies of the grant were satisfied and the grant became
effective on December 29, 2009. This grant was subsequently
cancelled and terminated and replaced by a grant to
Mr. Gyenes of options to purchase 120,000 shares of
our common stock at an exercise price of $3.75 on
February 25, 2010. The aggregate grant date fair value of
this subsequent grant computed in accordance with FASB ASC Topic
718 is $222,414.
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attract, retain and motivate skilled and knowledgeable executive
talent;
ensure that executive compensation is aligned with our corporate
strategies and business objectives; and
align the incentives of the named executive officers with the
creation of value for stockholders.
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Publicly Held Companies Surveys.
Two private
surveys regarding executive compensation in the technology
industry, the Watson Wyatt Executive Compensation Survey and the
Towers Perrin Executive Compensation Survey; and
Select Peer Group.
Publicly available data for
a competitive peer group of publicly traded on demand software
and services companies of similar size experiencing rapid
revenue growth comparable to ours with total employees in the
range of 500 to 1,000, or the Select Peer Group.
RightNow Technologies
NetSuite Inc.
Unica Corporation
Callidus Software Inc.
athenahealth, Inc
SuccessFactors, Inc.
Constant Contact, Inc.
DemandTec, Inc.
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2008 Base
2009 Base
Salary
(1)
Salary
(2)
% Increase
Chief Executive Officer, Chairman of the Board
$
400,000
$
400,000
Chief Financial Officer and Treasurer
285,000
315,000
10.5
%
President
(3)
250,000
260,000
(4)
4.0
Executive Vice President,
Multifamily
Solutions
(5)
220,000
260,000
(6)
18.2
Chief Legal Officer and Secretary
300,000
(1)
Reflects base salary at end of 2008.
(2)
Reflects base salary at beginning of 2009.
(3)
Mr. Wakeham assumed the title and responsibilities of
President in January 2010. He served as our Executive Vice
President, Property Solutions, from April 2009 to January 2010
and as our Senior Vice President, President, LeasingDesk Risk
Mitigation Systems, for prior periods in 2009.
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(4)
Mr. Wakehams salary was increased from $260,000 to
$300,000 effective April 1, 2009 in connection with his
promotion to Executive Vice President, Property Solutions.
(5)
Ms. Chaffin Glover assumed the title and responsibilities
of Executive Vice President, Multifamily Solutions in January
2010. She served as our Executive Vice President, Resident
Solutions from April 2009 to January 2010 and as our Senior Vice
President, President, Velocity Utility and Billing Services, for
prior periods in 2009.
(6)
Ms. Chaffin Glovers salary was increased from
$260,000 to $300,000 effective April 1, 2009 in connection
with her promotion to Executive Vice President, Resident
Solutions.
(7)
Mr. Van Valkenberg commenced his employment with us in
September 2009 after providing consulting services to us from
June 2009 to September 2009. Mr. Van Valkenbergs
employment with us ended and he ceased to be an executive
officer effective as of May 11, 2010.
2009 Base
2010 Base
Salary
(1)
Salary
(2)
% Increase
Chief Executive Officer, Chairman of the Board
$
400,000
$
400,000
Chief Financial Officer and Treasurer
315,000
350,000
11.1
%
President
(3)
300,000
(4)
330,000
10.0
Executive Vice President,
Multifamily
Solutions
(5)
300,000
(6)
320,000
6.7
Chief Legal Officer and Secretary
300,000
300,000
(1)
Reflects base salary at the end of 2009.
(2)
Reflects base salary at beginning of 2010.
(3)
Mr. Wakeham assumed the title and responsibilities of
President in January 2010. He served as our Executive Vice
President, Property Solutions, from April 2009 to January 2010
and as our Senior Vice President, President, LeasingDesk Risk
Mitigation Systems, for prior periods in 2009.
(4)
Mr. Wakehams salary was increased from $260,000 to
$300,000 effective April 1, 2009 in connection with his
promotion to Executive Vice President, Property Solutions.
(5)
Ms. Chaffin Glover assumed the title and responsibilities
of Executive Vice President, Multifamily Solutions in January
2010. She served as our Executive Vice President, Resident
Solutions from April 2009 to January 2010 and as our Senior Vice
President, President, Velocity Utility and Billing Services, for
prior periods in 2009.
(6)
Ms. Chaffin Glovers salary was increased from
$260,000 to $300,000 effective April 1, 2009 in connection
with her promotion to Executive Vice President, Resident
Solutions.
(7)
Mr. Van Valkenberg commenced his employment with us in
September 2009 after providing consulting services to us from
June 2009 to September 2009. Mr. Van Valkenbergs
employment with us ended and he ceased to be an executive
officer effective as of May 11, 2010.
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2009
Actual Bonus as
Target
Actual
a Percent of
Bonus ($)
Bonus ($)
Target Bonus
$
300,000
$
246,765
82.3
%
157,500
149,240
94.8
150,000
131,585
87.7
150,000
120,335
80.2
40,685
34,878
85.7
(1)
Mr. Van Valkenberg commenced his employment with us in
September 2009. Mr. Van Valkenbergs annual bonus
opportunity under the 2009 Management Incentive Plan was subject
to proration based on the actual number of days he was employed
by us during 2009. Mr. Van Valkenbergs employment
with us ended and he ceased to be an executive officer effective
as of May 11, 2010.
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The stock option vests in equal quarterly installments over
16 consecutive quarters commencing on the first day of the
calendar quarter immediately following the grant date; or
The stock option vests with respect to 5% of the shares subject
to the stock option each quarter commencing on the first day of
the calendar quarter immediately following the grant date for 15
consecutive quarters and, with respect to the remaining 25% of
the shares subject to the stock option, on the first day of the
next following calendar quarter, subject to continued service
through each applicable date.
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Non-Equity
Incentive
Option
Plan
All Other
Awards
Compensation
Compensation
Year
Salary ($)
Bonus ($)
($)
(1)
($)
(2)
($)
(3)
Total ($)
2009
$
400,000
$
246,765
$
3,675
$
650,440
Executive Officer
2009
315,000
$
320,631
149,240
3,675
788,546
Treasurer
2009
290,000
(5)
256,505
131,585
51,853
(6)
729,943
2009
290,000
(8)
256,505
120,335
3,675
670,515
Multifamily Solutions
2009
79,615
372,726
34,878
96,338
(10)
583,557
Secretary
(1)
Represents the aggregate grant date fair value computed in
accordance with FASB ASC Topic 718. See Note 8 of Notes to
Consolidated Financial Statements for the year ended
December 31, 2009 for a discussion of assumptions made in
determining the grant date fair value of our stock option awards.
(2)
Represents awards under our 2009 Management Incentive Plan. The
material terms of these annual incentive awards are described in
this section under Compensation Discussion and
Analysis Compensation Components
Performance-Based Bonuses.
(3)
Represents the amount of our matching contributions under our
401(k) savings plan unless additional forms of other
compensation are also indicated in relevant footnotes to this
table.
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(4)
Mr. Wakeham assumed the title and responsibilities of
President in January 2010. He served as our Executive Vice
President, Property Solutions, from April 2009 to January 2010
and as our Senior Vice President, President, LeasingDesk Point
of Lease Systems, for prior periods in 2009.
(5)
Mr. Wakehams salary was increased from $260,000 to
$300,000 in April 2009 in conjunction with his promotion to
Executive Vice President, Property Solutions.
(6)
Consists of (i) $1,304 of matching contributions under our
401(k) savings plan, (ii) $43,510 of relocation related
expense reimbursements and (iii) tax gross-up of $7,039
associated with taxable relocation related expenses.
(7)
Ms. Chaffin Glover assumed the title and responsibilities
of Executive Vice President, Multifamily Solutions in January
2010. She served as our Executive Vice President, Resident
Solutions from April 2009 to January 2010 and as our Senior Vice
President, President, Velocity Utility and Billing Services, for
prior periods in 2009.
(8)
Ms. Chaffin Glovers salary was increased from
$260,000 to $300,000 in April 2009 in conjunction with her
promotion to Executive Vice President, Resident Solutions.
(9)
Mr. Van Valkenberg commenced his employment with us in
September 2009 and provided consulting services to us from June
2009 to September 2009. His 2009 compensation represents the
amounts paid to him as an employee from September 24, 2009
to December 31, 2009 and as a consultant for prior periods
in 2009. Mr. Van Valkenbergs employment with us ended
and he ceased to be an executive officer effective as of
May 11, 2010.
(10)
Consists of (i) $125 of matching contributions under our
401(k) savings plan, (ii) $7,742 of relocation related
expense reimbursements, (iii) tax gross-up of $3,753
associated with taxable relocation related expenses,
(iv) $65,000 in consulting payments paid to
Mr. Van Valkenberg in accordance with the terms of his
consulting agreement prior to commencement of his full-time
employment with us and (v) $19,717 in expense
reimbursements paid to Mr. Van Valkenberg in
accordance with the terms of his consulting agreement prior to
commencement of his full-time employment with us.
All Other Option
Awards:
Number of
Grant Date
Estimated Future Payouts Under
Securities
Exercise or Base
Fair Value of
Non-Equity Incentive Plan Awards
($)
(1)
Underlying
Price of Option
Option
Grant Date
Minimum
Target
Maximum
Options (#)
Awards
($/Sh)
(2)
Awards
($)
(3)
2/26/2009
$
300,000
$
600,000
2/26/2009
250,000
(4)
$
3.00
$
320,631
2/26/2009
157,500
315,000
2/26/2009
200,000
(4)
3.00
256,505
2/26/2009
150,000
300,000
2/26/2009
200,000
(4)
3.00
256,505
2/26/2009
150,000
300,000
9/28/2009
300,000
(5)
3.00
372,726
9/24/2009
40,685
81,370
(1)
Represents awards under our Management Incentive Plan for fiscal
2009. The material terms of these annual incentive awards are
discussed in this section under Compensation Discussion
and Analysis Compensation Components
Performance-Based Bonuses.
(2)
In determining the exercise price of options granted in 2009,
our compensation committee retained an independent valuation
firm to complete a contemporaneous common stock valuation using
the probability-weighted expected return method, which involved
analyzing future values under two possible outcomes and then
probability-weighting those values.
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(3)
Reflects the aggregate grant date fair value computed in
accordance with FASB ASC Topic 718. See Note 8 of Notes to
Consolidated Financial Statements for the year ended
December 31, 2009 for a discussion of assumptions made in
determining the grant date fair value of our stock option awards.
(4)
Stock options vest in equal quarterly installments over 16
consecutive quarters commencing on the first day of the calendar
quarter immediately following the grant date, subject to
continued service through each applicable date.
(5)
Stock option vests with respect to 5% of the shares subject to
the stock option each quarter commencing on the first day of the
calendar quarter immediately following the grant date for 15
consecutive quarters and, with respect to the remaining 25% of
the shares subject to the stock option, on the first day of the
next following calendar quarter, subject to continued service
through each applicable date.
(6)
Pursuant to the terms of his option agreement, if Mr. Van
Valkenberg ceases to be a service provider, the unvested portion
of his option immediately terminates, and Mr. Van
Valkenberg has a period of 90 days following the date he
ceases to be a service provider in which to exercise any options
that are vested at such date.
Option Awards
Number of
Number of
Securities
Securities
Underlying
Underlying
Unexercised
Exercised Options
Option
Options
That Have Not
Exercise
Option
Exercisable (#)
(1)
Executive Officer
250,000
$1.00
10/27/2015
75,000
25,000
1.25
12/15/2016
65,625
84,375
3.50
2/29/2018
46,875
203,125
3.00
2/26/2019
156,250
93,750
1.50
4/12/2017
65,625
84,375
3.50
2/29/2018
37,500
162,500
3.00
2/26/2019
200,000
1.00
3/3/2015
50,000
1.00
12/13/2015
37,500
12,500
1.25
12/15/2016
43,750
56,250
3.50
2/29/2018
37,500
162,500
3.00
2/26/2019
15,000
285,000
3.00
9/28/2019
(1)
The listed stock options were granted under our 1998 Stock
Incentive Plan. Stock options granted to Ms. Chaffin Glover
and Messrs. Barker and Wakeham vest ratably over 16
quarters commencing on the first day of the calendar quarter
immediately following the grant date, subject to continued
service through each applicable vesting date, and the stock
option granted to Mr. Van Valkenberg vests with respect to
5% of the shares subject to the stock option each quarter
commencing on the first day of the calendar quarter immediately
following the grant date for 15 consecutive quarters and the
remaining 25% of the on the first day of the next following
calendar quarter, subject to continued service through each
applicable date.
(2)
Pursuant to the terms of his option agreement, if Mr. Van
Valkenberg ceases to be a service provider, the unvested portion
of his option immediately terminates, and Mr. Van
Valkenberg has a period of 90 days
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following the date he ceases to be a service provider in which
to exercise any options that are vested at such date.
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conviction for criminal acts;
making a materially false statement to our auditors or legal
counsel;
falsification of any corporate document or form;
any material breach by the named executive officer of his or her
material obligations to us or of any published company policy;
any material breach by the named executive officer of the
provisions of his or her employment agreement;
making a material misrepresentation of fact or omission to
disclose material facts in relation to transactions occurring in
our business and financial matters; and
continued performance of his or her duties in an incompetent,
unprofessional, unsuccessful, insubordinate or negligent manner.
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Termination on
Death or
Disability or
Without Cause
or Good Reason
Termination
Within 12 Months of a
Termination on
without
Business
Business
Death or
Death or
Cause or for
Combination
Combination
Disability
Disability
Good Reason
Transaction
Transaction
Severance Payment
$600,000
(1)
Salary Continuation
$200,000
Bonus
300,000
(1),(2)
Total
$200,000
$900,000
Salary Continuation
$157,500
(3)
$157,500
(3)
$315,000
(6)
Option Acceleration
$39,500
(4)
$39,500
(5),(6)
Total
$39,500
$157,500
$157,500
$39,500
$315,000
Salary Continuation
$150,000
$150,000
Option Acceleration
$124,688
(4)
Total
$124,688
$150,000
$150,000
Salary Continuation
$150,000
$150,000
Option Acceleration
$19,750
(4)
Total
$19,750
$150,000
$150,000
Salary Continuation
$150,000
$150,000
Option Acceleration
Total
$150,000
$150,000
(1)
Amount would not be paid in the event of Mr. Winns
termination in connection with our liquidation, dissolution or
winding up, whether voluntary or involuntary, or cessation of
our business in the ordinary course for any reason.
(2)
Value represents target bonus for Mr. Winn for 2009.
Subject to achievement of any criteria or conditions to the
payment of Mr. Winns target bonus which are
contingent on our earnings or other financial performance for
the year.
(3)
Amount of salary continuation payment if termination is not
within twelve months following the consummation of a business
combination transaction.
(4)
Value represents the gain our named executive officers would
receive, calculated as the positive difference between our stock
price on December 31, 2009 and the exercise price of the
named executive officers
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unvested options subject to acceleration upon the named
executive officers death or disability pursuant to our
1998 Stock Incentive Plan. On December 31, 2009, our stock
price was $2.83.
(5)
Value represents the gain Mr. Barker would receive,
calculated as the positive difference between our stock price on
December 31, 2009 and the exercise price of
Mr. Barkers unvested options subject to acceleration
upon a business combination transaction pursuant to the terms of
certain of his stock option agreements with us. On
December 31, 2009, our stock price was $2.83.
(6)
Amount reflects payments that would have been made pursuant to
Mr. Barkers employment agreement, as amended on
January 1, 2010, if the amended employment agreement had
been in effect on December 31, 2009 in order to provide
meaningful, current information.
(7)
Mr. Van Valkenbergs employment with us ended and he
ceased to be an executive officer effective as of May 11,
2010.
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shares
of our common stock;
of
our outstanding shares on the last day of the immediately
preceding fiscal year; or
such other amount as our board of directors may determine.
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any breach of the directors duty of loyalty to us or our
stockholders;
any act or omission not in good faith or that involves
intentional misconduct or a knowing violation of law;
unlawful payments of dividends or unlawful stock repurchases or
redemptions as provided in Section 174 of the Delaware
General Corporation Law; or
any transaction from which the director derived an improper
personal benefit.
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provides for the voting of shares with respect to the
constituency of our board of directors and our compensation
committee and audit committee;
provides for the redemption, on certain terms and conditions, of
all or any portion of the Series A Convertible Preferred
Stock held by Advance Capital and its affiliates;
grants our preferred stockholders certain rights of first
refusal and co-sale with respect to proposed transfers of our
securities by certain stockholders;
grants our preferred stockholders a right of first offer with
respect to sales of our shares by us, subject to specified
exclusions (which exclusions are expected to include the sale of
the shares pursuant to this prospectus); and
obligates us to deliver periodic financial statements to our
major investors.
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each person or group of affiliated persons known by us to be the
beneficial owner of more than 5% of our common stock;
each of our named executive officers;
each of our directors;
all executive officers and directors as a group; and
each of our selling stockholders.
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Shares Beneficially
Number of
Owned After the
Shares
Offering if Over-
Shares Beneficially
Subject
Allotment Option
Shares Beneficially Owned
Number of
Owned After the
to Over-
is Exercised
Prior to the Offering
Shares
Offering
Allotment
in Full
Shares
Percentage
Offered
Shares
Percentage
Option
Shares
Percentage
7,693,794
6.9
%
29,577,937
26.4
60,311,113
53.9
60,311,113
53.9
995,556
*
401,875
*
431,875
*
60,000
*
298,333
*
5,531,793
4.9
25,333
*
7,811,764
7.0
29,577,937
26.4
105,523,079
92.9
5,301,793
4.7
(1)
Represents 1,836,845 shares held by Advance Capital
Offshore Partners, L.P. and 5,856,949 shares held by
Advance Capital Partners, L.P. Advance Capital Management, LLC,
or Advance Capital Management, is the general partner of Advance
Capital Associates, L.P., or Advance Capital Associates, which
is the general partner of Advance Capital Partners, L.P. and
Advance Capital Offshore Associates, LDC, which is the general
partner of Advance Capital Offshore Partners, L.P. Because
Jeffrey T. Leeds and Robert A. Bernstein are the members of
Advance Capital Management, which is the general partner of
Advance Capital Associates, which is the general partner of
Advance Capital Partners, L.P. and Advance Capital Offshore
Associates, LDC, which is the general partner of Advance Capital
Offshore Partners, L.P., Messrs. Leeds and Bernstein may be
deemed to have sole voting and dispositive power of the shares
held by Advance Capital Offshore Partners, L.P. and Advance
Capital Partners, L.P., or the Advance Capital Funds. The
address of the Advance Capital Funds and their affiliated
entities and individuals is 350 Park Avenue, 23rd Floor,
New York, New York 10022. For a discussion of our material
relationships with the Advance Capital Funds and affiliated
entities, see Certain Relationships and Related Party
Transactions.
(2)
Represents 25,274,350 shares held by Apax Excelsior VI,
L.P., 2,064,539 shares held by Apax Excelsior VI-A C.V.,
1,375,373 shares held by Apax Excelsior VI-B C.V. and
863,675 shares held by Patricof Private Investment Club
III, L.P. Apax Managers, Inc., or Apax Managers, is the general
partner of Apax Excelsior VI Partners, L.P., or Apax Excelsior
VI Partners, which is the general partner of each of Apax
Excelsior VI, L.P., Apax Excelsior VI-A C.V., Apax Excelsior
VI-B C.V. and Patricof Private Investment Club III, or the Apax
Funds. John F. Megrue is the sole director of Apax Managers,
Inc. and may be deemed to have voting and dispositive power over
the shares held by the Apax Funds. Mr. Megrue disclaims
beneficial ownership over the shares held by the Apax Funds
except to the extent of his pecuniary interest therein. The
address of the Apax Funds and their affiliated entities and
individuals is
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601 Lexington Avenue, New York, New York 10022. For a
discussion of our material relationships with the Apax Funds and
affiliated entities, see Certain Relationships and Related
Party Transactions.
(3)
Represents 45,094,324 shares held by Seren Capital, Ltd.,
250,000 shares held by Seren Catalyst, L.P.,
1,231,250 shares held by Stephen T. Winn 1996 Family LPA,
and 13,735,539 shares held by Stephen T. Winn. Stephen T.
Winn is the sole manager and president of Seren Capital
Management, L.L.C., which is the general partner of Seren
Capital, Ltd. and Seren Catalyst, L.P., or the Seren
Partnerships and, by virtue of this relationship, has sole
voting and dispositive power over the shares held by the Seren
Partnerships. Mr. Winn is the general partner of the
Stephen T. Winn 1996 Family LPA and has voting and dispositive
power over the shares held by the Stephen T. Winn 1996 Family
LPA. For a discussion of our material relationships with
Mr. Winn and his affiliated entities, see Certain
Relationships and Related Party Transactions.
(4)
Represents 429,306 shares held by Timothy J. Barker and
566,250 shares issuable upon the exercise of options to
purchase shares of our common stock held by Mr. Barker that
are fully vested and exercisable within 60 days of
May 15, 2010. For a discussion of our material
relationships with Mr. Barker, see Certain
Relationships and Related Party Transactions.
(5)
Represents 401,875 shares issuable upon the exercise of
options to purchase shares of our common stock held by
Mr. Wakeham that are fully vested and exercisable within
60 days of May 15, 2010.
(6)
Represents 431,875 shares issuable upon the exercise of
options to purchase shares of our common stock held by
Ms. Chaffin Glover that are fully vested and exercisable
within 60 days of May 15, 2010.
(7)
Represents 60,000 shares issuable upon the exercise of
options to purchase shares of our common stock held by
Mr. Van Valkenberg that are fully vested and exercisable
within 60 days of May 15, 2010.
Mr. Van Valkenbergs employment with us ended and
he ceased to be an executive officer effective as of
May 11, 2010.
(8)
Represents 183,333 shares held by Alfred R.
Berkeley, III, of which 34,375 are subject to a repurchase
right held by us which lapses with respect to an additional
1,041.67 shares on the last day of each calendar month
provided that Mr. Berkeley remains a director on each such
applicable date and 13,333 are subject to forfeiture to us,
which forfeiture restriction lapses as to 666.65 shares on
the first day of each calendar quarter beginning July 1,
2010 and as to the remaining 3,333.25 shares on
April 1, 2014, provided that Mr. Berkeley remains a
director on each such applicable date, and 115,000 held by
Muriel Van Dusen Berkeley and Richard M. Berkeley, as Trustees
of the 2009 Berkeley Family Resource Trust dated
12/11/2009,
or the Berkeley Family Trust. Muriel Van Dusen Berkeley and
Richard M. Berkeley are the trustees of the Berkeley Family
Trust and share voting and dispositive power over the shares
held by the Berkeley Family Trust. By virtue of his relationship
with his spouse, Muriel Van Dusen Berkeley, Alfred R. Berkeley
may be deemed to share voting and dispositive power over the
shares held by the Berkeley Family Trust. Mr. Berkeley is
an affiliate of a broker-dealer, purchased the securities in the
ordinary course of business and, at the time of the purchase of
the securities to be resold, had no agreements or
understandings, directly or indirectly, with any person to
distribute the securities.
(9)
Represents 5,090,173 shares held by Camden Partners
Strategic Fund III, L.P., 211,620 shares held by
Camden Partners Strategic
Fund III-A,
L.P., 115,000 held by Muriel Van Dusen Berkeley and Richard M.
Berkeley, as Trustees of the 2009 Berkeley Family Resource Trust
dated
12/11/2009
and 115,000 held by Richard M. Berkeley, as Trustee of the
Alfred and Muriel Berkeley Survivorship Trust dated
12/1/2005.
Camden Partners Strategic Manager, LLC, or Camden Partners
Strategic Manager, is the managing member of Camden Partners
Strategic III, LLC, or Camden Partners Strategic III, which is
the general partner of each of Camden Partners Strategic
Fund III, L.P. and Camden Partners Strategic Fund III-A,
L.P., or the Camden Funds. Because Richard M. Berkeley is the
managing member of Camden Partners Strategic Manager, Camden
Partners Strategic Manager is the managing member of Camden
Partners Strategic III and Camden Partners
Strategic III is the general partner of each of the Camden
Funds, Mr. Berkeley may be deemed to have voting and
dispositive power over the shares held by the Camden Funds.
Mr. Berkeley and Muriel Van Dusen Berkeley are the trustees
of the 2009 Berkeley Family Resource Trust dated
12/11/2009,
or the Berkeley Family Trust, and share voting and dispositive
power over the shares held by the Berkeley Family Trust along
with Alfred R. Berkeley, who may be deemed to share voting
and
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dispositive power over the shares held by the Berkeley Family
Trust by virtue of his relationship with his spouse, Muriel Van
Dusen Berkeley. Mr. Berkeley is the trustee of the Alfred
and Muriel Berkeley Survivorship Trust dated
12/1/2005,
or the Berkeley Survivorship Trust, and has voting and
dispositive power over the shares held by the Berkeley
Survivorship Trust. Mr. Berkeley disclaims beneficial
ownership of shares held by the Berkeley Family Trust and the
Berkeley Survivorship Trust, except to the extent of any
pecuniary interest therein. Mr. Berkeley is an affiliate of
a broker-dealer, purchased the securities in the ordinary course
of business and, at the time of the purchase of the securities
to be resold, had no agreements or understandings, directly or
indirectly, with any person to distribute the securities. The
address of the Camden Funds and their affiliated entities and
individuals is 500 E. Pratt Street, Suite 1200,
Baltimore, Maryland 21202. For a discussion of our material
relationships with Camden Partners and its affiliated entities,
see Certain Relationships and Related Party
Transactions. The Camden Funds are not affiliated with
Camden Property Trust.
(10)
Represents 12,000 shares issuable upon the exercise of
options to purchase shares of our common stock held by
Mr. Gyenes that are fully vested and exercisable within
60 days of May 15, 2010 and 13,333 restricted shares
of our common stock that are subject to forfeiture to us, which
forfeiture restriction lapses as to 666.65 shares on the
first day of each calendar quarter beginning July 1, 2010
and as to the remaining 3,333.25 shares on April 1,
2014, provided that Mr. Gyenes remains a director on each
such applicable date.
(11)
Represents 117,970 shares held by Jeffrey T. Leeds,
1,836,845 shares held by Advance Capital Offshore Partners,
L.P. and 5,856,949 shares held by Advance Capital Partners,
L.P. Because Mr. Leeds is a member of Advance Capital
Management, LLC, which is the general partner of Advance Capital
Associates, L.P., which is the general partner of Advance
Capital Partners, L.P. and Advance Capital Offshore Associates,
LDC, which is the general partner of Advance Capital Offshore
Partners, L.P., Mr. Leeds may be deemed to have voting and
dispositive power of the shares held by Advance Capital Offshore
Partners, L.P. and Advance Capital Partners, L.P. For a
discussion of our material relationships with Mr. Leeds,
see Certain Relationships and Related Party
Transactions.
(12)
Consists of 14,479,481 shares held of record by our
directors and executive officers, of which 34,375 shares
are subject to a repurchase right held by us that lapses with
respect to an additional 1,041.67 shares on the last day of
each calendar month provided that Mr. A. Berkeley remains
one of our directors on each such applicable date, 26,666 are
subject to forfeiture to us, which forfeiture restriction lapses
as to 666.65 shares on the first day of each calendar quarter
beginning July 1, 2010 and 3,333.25 shares on
April 1, 2014, provided that Mr. A. Berkeley
remains one of our directors on each such applicable date, and
as to 666.65 shares on the first day of each calendar
quarter beginning July 1, 2010 and 3,333.25 shares on
April 1, 2014, provided that Mr. Gyenes remains one of
our directors on each such applicable date,
1,664,500 shares issuable upon the exercise of options held
by our directors and executive officers that are fully vested
and exercisable within 60 days of May 15, 2010 and
89,379,098 shares held by entities over which our directors
and executive officers may be deemed to have voting or
dispositive power. Excludes Mr. Van Valkenberg, as he
was no longer an executive officer as of May 11, 2010.
(13)
Represents 5,090,173 shares held by Camden Partners
Strategic Fund III, L.P. and 211,620 shares held by
Camden Partners Strategic
Fund III-A,
L.P. Camden Partners Strategic Manager, LLC, or Camden Partners
Strategic Manager, is the managing member of Camden Partners
Strategic III, LLC, or Camden Partners Strategic III, which is
the general partner of Camden Partners Strategic Fund III,
L.P. and Camden Partners Strategic
Fund III-A,
L.P., or the Camden Funds. Because Richard M. Berkeley, Don
Hughes, Dick Johnston and David Warnock are the managing members
of Camden Partners Strategic Manager, Camden Partners Strategic
Manager is managing member of Camden Partners Strategic III
and Camden Partners Strategic III is the general partner of
the Camden Funds, Messrs. Berkeley, Hughes, Johnston and
Warnock may be deemed to have voting and dispositive power over
the shares held by the Camden Funds. The address of the Camden
Funds and their affiliated entities and individuals is
500 E. Pratt Street, Suite 1200, Baltimore,
Maryland 21202. For a discussion of our material relationships
with the Camden Funds and affiliated entities, see Certain
Relationships and Related Party Transactions. The Camden
Funds are not affiliated with Camden Property Trust.
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shares
are designated as common stock; and
shares
are designated as preferred stock.
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Prior to the date of the transaction, the board of directors of
the corporation approved either the business combination or the
transaction which resulted in the stockholder becoming an
interested stockholder;
Upon completion of the transaction that resulted in the
stockholder becoming an interested stockholder, the interested
stockholder owned at least 85% of the voting stock of the
corporation outstanding at the time the transaction commenced,
excluding for purposes of determining the voting stock
outstanding,
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but not the outstanding voting stock owned by the interested
stockholder, (1) shares owned by persons who are directors
and also officers and (2) shares owned by employee stock
plans in which employee participants do not have the right to
determine confidentially whether shares held subject to the plan
will be tendered in a tender or exchange offer; or
At or subsequent to the date of the transaction, the business
combination is approved by the board of directors of the
corporation and authorized at an annual or special meeting of
stockholders, and not by written consent, by the affirmative
vote of at least
66
2
/
3
%
of the outstanding voting stock that is not owned by the
interested stockholder.
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Number of Shares
1% of the number of shares of common stock then outstanding,
which will equal
approximately shares
immediately after the offering; or
the average weekly trading volume of the common stock during the
four calendar weeks preceding the filing of a notice on
Form 144 with respect to such sale.
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offer, sell, contract to sell, pledge or otherwise dispose of,
directly or indirectly, any shares of our common stock or
securities convertible into or exchangeable or exercisable for
any shares of our common stock, enter into a transaction that
would have the same effect, or
enter into any swap, hedge or other arrangement that transfers,
in whole or in part, any of the economic consequences of
ownership of our common stock,
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CONSEQUENCES TO
NON-U.S.
HOLDERS
banks, insurance companies or other financial institutions;
persons subject to the alternative minimum tax;
tax-exempt organizations;
controlled foreign corporations, passive foreign investment
companies and corporations that accumulate earnings to avoid
U.S. federal income tax;
dealers in securities or currencies;
traders in securities that elect to use a mark-to-market method
of accounting for their securities holdings;
persons that own, or are deemed to own, more than five percent
of our capital stock (except to the extent specifically set
forth below);
certain former citizens or long-term residents of the United
States;
persons who hold our common stock as a position in a hedging
transaction, straddle, conversion
transaction or other risk reduction transaction;
persons who do not hold our common stock as a capital asset
(within the meaning of Section 1221 of the Internal Revenue
Code; and
persons deemed to sell our common stock under the constructive
sale provisions of the Internal Revenue Code.
an individual citizen or resident of the United States;
142
Table of Contents
a corporation or other entity taxable as a corporation created
or organized in the United States or under the laws of the
United States or any political subdivision thereof;
an estate whose income is subject to U.S. federal income
tax regardless of its source; or
a trust (x) whose administration is subject to the primary
supervision of a U.S. court and which has one or more
U.S. persons who have the authority to control all
substantial decisions of the trust or (y) which has made an
election to be treated as a U.S. person.
the gain is effectively connected with your conduct of a
U.S. trade or business (and, if an income tax treaty
applies, the gain is attributable to a permanent establishment
maintained by you in the United States);
you are an individual who is present in the United States for a
period or periods aggregating 183 days or more during the
calendar year in which the sale or disposition occurs and
certain other conditions are met; or
our common stock constitutes a U.S. real property interest
by reason of our status as a U.S. real property holding
corporation, or a USRPHC, for U.S. federal income tax
purposes at any time within
143
Table of Contents
the shorter of the five-year period preceding the disposition or
your holding period for our common stock.
144
Table of Contents
145
Table of Contents
Number of Shares
Per Share
Total
Without
With
Without
With
Over-allotment
Over-allotment
Over-allotment
Over-allotment
146
Table of Contents
Stabilizing transactions permit bids to purchase the underlying
security so long as the stabilizing bids do not exceed a
specified maximum.
Over-allotment transactions involve sales by the underwriters of
shares in excess of the number of shares the underwriters are
obligated to purchase, which creates a syndicate short position.
The short position may be either a covered short position or a
naked short position. In a covered short position, the number of
shares over-allotted by the underwriters is not greater than the
number of shares that they may purchase in the over-allotment
option. In a naked short position, the number of shares involved
is greater than the number of shares in the over-allotment
option. The underwriters may close out any covered short
position by either exercising their over-allotment option
and/or
purchasing shares in the open market.
Syndicate covering transactions involve purchases of the common
stock in the open market after the distribution has been
completed in order to cover syndicate short positions. In
determining the source of shares to close out the short
position, the underwriters will consider, among other things,
the price of
147
Table of Contents
shares available for purchase in the open market as compared to
the price at which they may purchase shares through the
over-allotment option. If the underwriters sell more shares than
could be covered by the over-allotment option, a naked short
position, the position can only be closed out by buying shares
in the open market. A naked short position is more likely to be
created if the underwriters are concerned that there could be
downward pressure on the price of the shares in the open market
after pricing that could adversely affect investors who purchase
in the offering.
Penalty bids permit the representatives to reclaim a selling
concession from a syndicate member when the common stock
originally sold by the syndicate member is purchased in a
stabilizing or syndicate covering transaction to cover syndicate
short positions.
148
Table of Contents
149
Table of Contents
150
Table of Contents
151
Table of Contents
the purchaser is entitled under applicable provincial securities
laws to purchase the common stock without the benefit of a
prospectus qualified under those securities laws,
where required by law, that the purchaser is purchasing as
principal and not as agent,
the purchaser has reviewed the text above under Resale
Restrictions, and
the purchaser acknowledges and consents to the provision of
specified information concerning its purchase of the common
stock to the regulatory authority that by law is entitled to
collect the information.
152
Table of Contents
153
Table of Contents
Table of Contents
F-2
Table of Contents
(in thousands, except share and per share
amounts)
December 31,
March 31,
Pro Forma
2008
2009
2010
March 31, 2010
(unaudited)
(unaudited)
$
4,248
$
4,427
$
3,038
14,131
14,886
17,410
27,459
25,841
20,442
3,110
3,110
3,281
2,739
3,594
49,119
51,003
47,594
19,137
20,749
21,197
17,849
27,366
31,614
15,125
22,891
32,377
17,803
17,905
1,110
2,301
3,313
$
102,340
$
142,113
$
154,000
$
3,405
$
3,705
$
5,401
13,255
10,830
9,111
42,213
43,994
46,897
6,216
8,412
10,850
14,117
15,127
17,272
79,206
82,068
89,531
5,019
5,434
4,165
1,132
10,000
27,498
43,449
48,518
6,767
5,806
5,357
129,622
136,757
147,571
51,724
51,786
52,818
6,478
6,491
6,621
13,473
13,555
13,569
48
53
53
111
19,670
24,206
24,283
97,233
(449
)
(938
)
(942
)
(942
)
(118,226
)
(89,797
)
(90,000
)
(90,000
)
27
27
(98,957
)
(66,476
)
(66,579
)
6,429
$
102,340
$
142,113
$
154,000
F-3
Table of Contents
(in thousands, except per share
amounts)
Three Months Ended
Year Ended December 31,
March 31,
2007
2008
2009
2009
2010
(unaudited)
(unaudited)
$
62,592
$
95,192
$
128,377
$
29,264
$
37,207
11,560
7,582
3,860
1,437
1,868
9,429
9,794
8,665
1,942
2,303
83,581
112,568
140,902
32,643
41,378
35,703
46,058
58,513
13,035
17,858
47,878
66,510
82,389
19,608
23,520
21,708
28,806
27,446
6,711
8,315
18,047
23,923
27,804
6,180
7,540
9,756
14,135
20,210
4,536
6,522
49,511
66,864
75,460
17,427
22,377
(1,633
)
(354
)
6,929
2,181
1,143
(1,510
)
(2,152
)
(4,528
)
(985
)
(1,464
)
(3,143
)
(2,506
)
2,401
1,196
(321
)
703
(26,028
)
69
(118
)
$
(3,143
)
$
(3,209
)
$
28,429
$
1,127
$
(203
)
$
(9,143
)
$
(10,658
)
$
10,611
(292
)
(1,353
)
$
(9,143
)
$
(10,658
)
$
10,611
(292
)
(1,353
)
$
(0.45
)
$
(0.38
)
$
0.22
$
(0.01
)
$
(0.03
)
$
(0.45
)
$
(0.38
)
$
0.21
$
(0.01
)
$
(0.03
)
20,446
27,773
47,869
47,521
51,517
20,446
27,773
51,025
47,521
51,517
$
0.27
$
(0.00
)
$
0.26
$
(0.00
)
105,957
109,605
109,113
109,605
Three Months Ended
Year Ended December 31,
March 31,
2007
2008
2009
2009
2010
$
48
$
104
$
367
$
67
$
123
251
727
1,175
246
507
110
277
498
98
164
81
368
765
154
299
(2)
Pro forma net income per share
represents net income divided by the pro forma weighted average
shares outstanding as though the conversion of our redeemable
convertible preferred stock into common stock occurred on the
initial issuance dates.
(3)
Pro forma weighted average shares
outstanding reflects the conversion of our redeemable
convertible preferred stock (using the if-converted method) into
common stock as though the conversion had occurred on the
original dates of issuance.
F-4
Table of Contents
(in thousands)
Accumulated
Redeemable Convertible
Additional
Other
Total
Preferred Stock
Common Stock
Paid-in
Comprehensive
Accumulated
Treasury Shares
Stockholders
Shares
Amount
Shares
Amount
Capital
Income
Deficit
Shares
Amount
Deficit
55,063
$
72,300
20,133
$
20
$
12,581
$
(111,874
)
$
(99,273
)
6,234
(6,234
)
(6,234
)
969
1
968
969
175
175
175
490
490
47
47
(3,143
)
(3,143
)
55,063
78,534
21,277
21
8,027
(115,017
)
(106,969
)
3,025
13,357
7,698
(7,698
)
(7,698
)
665
1
770
771
9,306
9
262
271
(27,914
)
16,295
17
16,833
16,850
(139
)
$
(449
)
(449
)
1,476
1,476
(3,209
)
(3,209
)
58,088
71,675
47,543
48
19,670
(118,226
)
(139
)
(449
)
(98,957
)
5,678
(5,678
)
(5,678
)
356
543
543
400
4
4
32
(5,521
)
2,837
3
3,002
3,005
2,167
2
3,860
3,862
(274
)
(489
)
(489
)
2,805
2,805
28,429
28,429
58,088
71,832
53,335
53
$
24,206
(89,797
)
(413
)
(938
)
(66,476
)
1,176
(1,176
)
(1,176
)
133
160
160
17
(1
)
(4
)
(4
)
1,093
1,093
27
27
(203
)
(203
)
58,088
$
73,008
53,485
$
53
$
24,283
$
27
$
(90,000
)
(414
)
$
(942
)
$
(66,579
)
F-5
Table of Contents
(in thousands)
Three Months Ended
Year Ended December 31,
March 31,
2007
2008
2009
2009
2010
(unaudited)
(unaudited)
$
(3,143
)
$
(3,209
)
$
28,429
$
1,127
$
(203
)
7,127
10,997
14,769
3,405
4,670
489
(26,308
)
(102
)
490
1,476
2,805
565
1,093
115
127
830
119
(5,168
)
(7,622
)
2,407
4,219
6,275
(105
)
255
2
(379
)
(330
)
(203
)
559
(12
)
(806
)
(375
)
(290
)
(1,140
)
(53
)
(889
)
939
(579
)
645
(24
)
1,629
210
934
(461
)
(812
)
(1,685
)
4,382
5,561
1,094
264
(2,338
)
309
(432
)
1,458
1,049
(67
)
4,441
7,962
24,758
9,730
7,198
(7,122
)
(10,263
)
(9,509
)
(1,663
)
(2,917
)
(9,033
)
(22,057
)
(15,167
)
(625
)
(13,048
)
(16,155
)
(32,320
)
(24,676
)
(2,288
)
(15,965
)
10,917
15,521
35,000
10,000
(7,015
)
(2,454
)
(16,853
)
(1,554
)
(2,493
)
7,584
1,416
(10,000
)
(678
)
(2,558
)
(5,592
)
(785
)
(312
)
13,357
(2,516
)
1,144
1,042
547
4
160
(449
)
(489
)
(30
)
(4
)
11,952
25,875
97
(2,365
)
7,351
238
1,517
179
5,077
(1,416
)
27
2,493
2,731
4,248
4,248
4,427
$
2,731
$
4,248
$
4,427
$
9,325
$
3,038
$
1,212
$
2,651
$
3,833
$
693
$
1,262
$
39
$
117
$
228
$
150
$
45
$
6,320
$
2,077
$
2,462
$
1,824
$
$
6,234
$
7,698
$
5,678
$
1,492
$
1,176
$
$
16,850
$
3,005
$
$
F-6
Table of Contents
1.
The
Company
2.
Summary
of Significant Accounting Policies
F-7
Table of Contents
F-8
Table of Contents
3-10 years
3-10 years
3-5 years
3 years
F-9
Table of Contents
F-10
Table of Contents
there is persuasive evidence of an arrangement;
the solution and/or service has been provided to the customer;
the collection of the fees is probable; and
the amount of fees to be paid by the customer is fixed or
determinable.
Vendor specific objective evidence (VSOE), if
available.
The price at which we sell the element
in a separate stand-alone transaction;
Third-party evidence of selling price (TPE), if VSOE of
selling price is not available.
Evidence from us
or other companies of the value of a largely interchangeable
element in a transaction; and
Estimated selling price (ESP), if neither VSOE nor TPE of
selling price is available.
Our best estimate of
the stand-alone selling price of an element in a transaction.
F-11
Table of Contents
F-12
Table of Contents
F-13
Table of Contents
December 31,
March 31,
2008
2009
2010
(unaudited)
(in thousands)
$
5,264
$
5,034
$
3,349
2,852
1,540
1,493
3,358
1,903
1,738
1,781
2,353
2,531
$
13,255
$
10,830
$
9,111
December 31,
March 31,
2008
2009
2010
(unaudited)
(in thousands)
$
2,377
$
589
$
324
2,470
2,455
2,324
1,920
2,762
2,709
$
6,767
$
5,806
$
5,357
F-14
Table of Contents
3.
Acquisitions
LeasingDesk
(in thousands)
$
116
2,020
120
420
5,241
(434
)
(135
)
$
7,348
F-15
Table of Contents
Webroomz
Ops
(in thousands)
$
228
$
2,457
4,884
5,650
1,840
953
7,253
(619
)
(644
)
809
$
1,181
$
21,630
F-16
Table of Contents
Evergreen
ALW
Propertyware
(in thousands)
$
$
1,192
$
7,427
154
964
1,050
34
373
1,080
472
1,222
6,144
(520
)
(451
)
(863
)
(3,407
)
225
415
78
$
885
$
2,783
$
11,921
F-17
Table of Contents
Domin-8
(in thousands)
$
3,678
6,418
1,278
4,248
(3,972
)
1,273
$
12,923
F-18
Table of Contents
Three Months
Ended
Year Ended December 31,
March 31,
2007
2008
2009
2010
Pro Forma
Pro Forma
Pro Forma
Pro Forma
(unaudited)
(unaudited)
(unaudited)
(unaudited)
(in thousands)
$
73,012
$
108,295
$
134,896
$
37,483
17,605
16,673
13,035
2,618
13,723
15,041
12,080
2,331
$
104,340
$
140,009
$
160,011
$
42,432
(6,261
)
(16,667
)
28,486
(254
)
(12,261
)
(24,116
)
10,668
(1,404
)
$
(0.60
)
$
(0.87
)
$
0.22
$
(0.03
)
$
(0.60
)
$
(0.87
)
$
0.21
$
(0.03
)
December 31,
March 31,
2008
2009
2010
(unaudited)
(in thousands)
$
5,069
$
6,039
$
6,279
20,078
26,969
27,115
5,233
6,251
6,524
19,005
21,807
23,505
49,385
61,066
63,423
(30,248
)
(40,317
)
(42,226
)
$
19,137
$
20,749
$
21,197
F-19
Table of Contents
5.
Goodwill
and Other Intangible Assets
(in thousands)
$
9,194
449
8,206
17,849
1,679
7,838
27,366
4,248
$
31,614
December 31, 2009
December 31, 2008
Amortization
Carrying
Accumulated
Carrying
Accumulated
Period
Amount
Amortization
Net
Amount
Amortization
Net
(in thousands)
3 years
$
2,801
$
(412
)
$
2,389
$
11,421
$
(1,870
)
$
9,551
1-10 years
7,539
(2,469
)
5,070
9,707
(4,301
)
5,406
7 years
5,650
(311
)
5,339
5,650
(1,500
)
4,150
4-5 years
120
(53
)
67
120
(83
)
37
16,110
(3,245
)
12,865
26,898
(7,754
)
19,144
2,260
2,260
3,747
3,747
$
18,370
$
(3,245
)
$
15,125
$
30,645
$
(7,754
)
$
22,891
March 31, 2010 (unaudited)
Amortization
Carrying
Accumulated
Period
Amount
Amortization
Net
(in thousands)
3 years
$
15,098
$
(3,008
)
$
12,090
1-10 years
16,125
(4,788
)
11,337
7 years
5,650
(1,755
)
3,895
4-5 years
120
(90
)
30
36,993
(9,641
)
27,352
5,025
5,025
$
42,018
$
(9,641
)
$
32,377
F-20
Table of Contents
(in thousands)
$
7,749
8,086
6,686
3,082
2,336
6.
Debt
December 31,
March 31,
2008
2009
2010
(unaudited)
(in thousands)
$
10,000
$
12,650
$
33,688
41,875
11,064
8,173
7,493
10,000
10,000
10,000
$
43,714
$
51,861
$
59,368
F-21
Table of Contents
(in thousands)
$
11,093
11,837
11,606
27,325
7.
Redeemable
Convertible Preferred Stock
F-22
Table of Contents
8.
Share
Options and Warrants
F-23
Table of Contents
Weighted
Range of
Average
Number of
Exercise
Exercise
Shares
Prices
Price
9,467,719
$
1.00 - $1.25
$
1.20
2,233,500
1.50 - 2.75
1.84
(968,782
)
1.00
1.00
(708,592
)
1.00 - 1.75
1.05
10,023,845
1.00 - 2.75
1.21
3,974,000
3.00 - 3.50
3.27
(664,907
)
1.00 - 3.50
1.16
(863,811
)
1.00 - 3.50
1.75
12,469,127
1.00 - 3.50
1.83
4,568,000
3.00
3.00
(355,783
)
1.00 - 3.00
1.52
(823,888
)
1.00 - 3.50
2.09
15,857,456
1.00 - 3.50
2.16
1,841,000
3.75
3.75
(133,000
)
1.00 - 3.00
1.21
(247,075
)
2.75 - 3.75
3.01
17,318,381
1.00 - 3.75
2.33
December 31, 2009
March 31, 2010 (unaudited)
Fully Vested
Fully Vested
and
and
Expected to
Expected to
Vest
Non-Vested
Exercisable
Vest
Non-Vested
Exercisable
15,294,275
7,155,839
8,701,617
16,552,506
8,179,861
9,138,570
7.20
9.02
5.83
7.22
9.04
5.76
$
2.13
$
2.94
$
1.52
$
2.29
$
3.14
$
1.60
F-24
Table of Contents
1.5-4.8
%
6
0
%
50-60
%
F-25
Table of Contents
9.
Commitments
and Contingencies
December 31,
2008
2009
(in thousands)
$
3,336
$
5,679
5,616
5,903
8,952
11,582
(3,169
)
(6,411
)
$
5,783
$
5,171
Operating
Capital Leases
Leases
(in thousands)
$
1,670
$
4,922
538
4,372
65
3,825
3,809
3,782
6,341
$
2,273
$
27,051
(144
)
2,129
(1,540
)
$
589
F-26
Table of Contents
10.
Funds
Held for Others
F-27
Table of Contents
11.
Net
Income (Loss) Per Share
F-28
Table of Contents
Three Months Ended
Year Ended December 31,
March 31,
2007
2008
2009
2009
2010
(unaudited)
(unaudited)
(in thousands, except per share amounts)
$
(3,143
)
$
(3,209
)
$
28,429
$
1,127
$
(203
)
(6,000
)
(7,449
)
(5,521
)
(1,419
)
(1,150
)
(12,297
)
$
(9,143
)
$
(10,658
)
$
10,611
$
(292
)
$
(1,353
)
20,446
27,773
47,869
47,521
51,517
20,446
27,773
47,869
47,521
51,517
3,063
93
20,446
27,773
51,025
47,521
51,517
$
(0.45
)
$
(0.38
)
$
0.22
$
(0.01
)
$
(0.03
)
$
(0.45
)
$
(0.38
)
$
0.21
$
(0.01
)
$
(0.03
)
47,869
51,517
58,088
58,088
105,957
109,605
51,025
51,517
58,088
58,088
109,113
109,605
$
0.27
$
(0.00
)
$
0.26
$
(0.00
)
12.
Related
Party Transactions
F-29
Table of Contents
13.
Income
Taxes
Year Ended December 31,
2007
2008
2009
(in thousands)
$
197
$
231
17
49
214
280
489
(25,147
)
(1,161
)
489
(26,308
)
$
703
$
(26,028
)
Year Ended December 31,
2007
2008
2009
(in thousands)
$
(1,068
)
$
(872
)
$
837
197
152
17
(50
)
(27,036
)
143
185
166
1,046
567
(121
)
609
(97
)
$
703
$
(26,028
)
December 31,
2008
2009
(in thousands)
$
597
6,101
$
8,228
25,579
24,270
32,277
32,498
(31,563
)
(4,527
)
714
27,971
(1,868
)
(235
)
(476
)
(1,611
)
(4,714
)
(1,846
)
(7,058
)
$
(1,132
)
$
20,913
F-30
Table of Contents
14.
Employee
Benefit Plans
F-31
Table of Contents
Table of Contents
Item 13.
Other
Expenses of Issuance and Distribution
$
10,695.00
15,500.00
*
*
*
*
*
*
*
$
*
*
To be filed by amendment.
Item 14.
Indemnification
of Directors and Officers
The registrant shall indemnify its directors and officers for
serving the registrant in those capacities or for serving other
business enterprises at the registrants request, to the
fullest extent permitted by Delaware law. Delaware law provides
that a corporation may indemnify such person if such person
acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of the
registrant and, with respect to any criminal proceeding, had no
reasonable cause to believe such persons conduct was
unlawful.
The registrant may, in its discretion, indemnify employees and
agents in those circumstances in which indemnification is not
required by law.
The registrant will be required to advance expenses, as
incurred, to its directors and officers in connection with
defending a proceeding, except that such director or officer
shall undertake to repay such advances if it is ultimately
determined that such person is not entitled to indemnification.
The registrant will not be obligated pursuant to the bylaws to
indemnify a person with respect to proceedings initiated by that
person, except with respect to proceedings authorized by the
registrants board of directors. The rights conferred in
the bylaws are not exclusive, and the registrant is authorized
to enter into indemnification agreements with its directors,
officers, employees and agents and to obtain insurance to
indemnify such persons.
II-1
Table of Contents
The registrant may not retroactively amend the bylaw provisions
to reduce its indemnification obligations to directors,
officers, employees and agents.
Item 15.
Recent
Sales of Unregistered Securities
II-2
Table of Contents
II-3
Table of Contents
II-4
Table of Contents
II-5
Table of Contents
II-6
Table of Contents
II-7
Table of Contents
II-8
Table of Contents
II-9
Table of Contents
II-10
Table of Contents
II-11
Table of Contents
Item 16.
Exhibits
and Financial Statement Schedules
(a)
Exhibits
II-12
Table of Contents
Exhibit
4
.1*
Form of Common Stock certificate of the Registrant
4
.2**
Shareholders Agreement among the Registrant and certain
stockholders, dated December 1, 1998, as amended July 16, 1999
and November 3, 2000
4
.3**
Second Amended and Restated Registration Rights Agreement among
the Registrant and certain stockholders, dated February 22, 2008
4
.4**
Fourth Amended and Restated Shareholders Agreement among the
Registrant and certain stockholders, dated March 17, 2010
4
.5**
Letter Agreement between the Registrant and Camden Partners
Strategic Fund III, L.P. regarding management rights, dated
December 14, 2005
4
.6**
Letter Agreement between the Registrant and Camden Partners
Strategic Fund III-A, L.P. regarding management rights, dated
December 14, 2005
4
.7
Fifth Amended and Restated Shareholders Agreement among the
Registrant and certain stockholders, dated June 7, 2010
5
.1*
Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation
10
.1**
Form of Indemnification Agreement to be entered into between the
Registrant and each of its directors and officers
10
.2+**
Amended and Restated 1998 Stock Incentive Plan
10
.2A+**
Form of Notice of Stock Option Grant
10
.2B+**
Form of Notice of Grant of Restricted Shares
10
.2C+**
Form of Non-Qualified Stock Option Agreement (Second Series)
10
.2D+**
Form of Non-Qualified Stock Option Agreement
10
.2E+
Form of Notice of Stock Option Grant (May 2010)
10
.2F+
Form of Notice of Stock Option Grant (May 2010
California)
10
.2G+
Amended and Restated 1998 Stock Incentive Plan (June 2010)
10
.2H+
Form of Notice of Stock Option Grant (Accelerated Vesting)
10
.3+**
Form of Directors Nonqualified Stock Option Agreement
10
.4+**
2010 Equity Incentive Plan
10
.5+**
Form of 2009 Management Incentive Plan
10
.6+**
Form of 2010 Management Incentive Plan
10
.6A+
Form of 2010 Management Incentive Plan (as revised May 2010)
10
.7+**
Stand-Alone Stock Option Agreement between the Registrant and
Peter Gyenes, dated February 25, 2010
10
.8+**
Non-Qualified Stock Option Agreement (Second Series) under the
Amended and Restated 1998 Stock Incentive Plan between the
Registrant and Timothy J. Barker dated October 27, 2005
10
.9+**
Non-Qualified Stock Option Agreement (Second Series) under the
Amended and Restated 1998 Stock Incentive Plan between the
Registrant and Timothy J. Barker dated February 26, 2009
10
.10+**
Notice of Stock Option Grant under the Amended and Restated 1998
Stock Incentive Plan between the Registrant and Timothy J.
Barker dated February 25, 2010
10
.11+**
Employment Agreement between the Registrant and Stephen T. Winn,
dated December 30, 2003
10
.12+**
Employment Agreement between the Registrant and Timothy J.
Barker, dated October 31, 2005
10
.13+**
Amendment to Employment Agreement between the Registrant and
Timothy J. Barker, dated January 1, 2010
10
.14+**
Employment Agreement between the Registrant and William E.
Van Valkenberg, dated September 24, 2009
10
.15+**
Master Agreement for Consulting Services between the Registrant
and William E. Van Valkenberg, dated June 28, 2009
10
.16+**
Employment Agreement between the Registrant and Ashley Chaffin
Glover, dated March 3, 2005
10
.17+**
Employment Agreement between Multifamily Internet Ventures, LLC
and Dirk D. Wakeham, dated April 12, 2007 and amended
April 12, 2007
10
.18**
Credit Agreement among the Registrant, Wells Fargo Foothill, LLC
and Comerica Bank dated, September 3, 2009
10
.19**
Security Agreement among the Registrant, OpsTechnology, Inc.,
Multifamily Internet Ventures, LLC, Starfire Media, Inc.,
RealPage India Holdings, Inc. and Wells Fargo Foothill, LLC,
dated September 3, 2009
Table of Contents
Exhibit
10
.20**
General Continuing Guaranty among OpsTechnology, Inc.,
Multifamily Internet Ventures, LLC, Starfire Media, Inc.,
RealPage India Holdings, Inc. and Wells Fargo Foothill, LLC,
dated September 3, 2009
10
.21**
Waiver and First Amendment to Credit Agreement among the
Registrant, Wells Fargo Foothill, LLC and Comerica Bank, dated
September 16, 2009
10
.22**
General Continuing Guaranty between A.L. Wizard, Inc. and Wells
Fargo Foothill, LLC, dated September 25, 2009
10
.23**
Waiver and Second Amendment to Credit Agreement among the
Registrant, Wells Fargo Foothill, LLC and Comerica bank, dated
October 15, 2009
10
.24**
General Continuing Guarantee between Propertyware, Inc. and
Wells Fargo Foothill, LLC, dated November 6, 2009
10
.25**
Supplement No. 2 to Security Agreement between
Propertyware, Inc. and Wells Fargo Foothill, LLC, dated
November 6, 2009
10
.26**
Consent and Third Amendment to Credit Agreement among the
Registrant, Wells Fargo Foothill, LLC, and Comerica Bank dated
December 23, 2009
10
.27**
Waiver, Consent and Fourth Amendment to Credit Agreement among
the Registrant, Wells Fargo Capital Finance, LLC (f/k/a Wells
Fargo Foothill, LLC) and Comerica Bank dated February 10,
2010
10
.28**
General Security Agreement between 43642 Yukon, Inc. and
Wells Fargo Capital Finance, LLC (f/k/a Wells Fargo Foothill,
LLC), dated February 10, 2010
10
.29**
Guarantee between 43642 Yukon, Inc. and Wells Fargo Capital
Finance, LLC (f/k/a Wells Fargo Foothill, LLC), dated
February 10, 2010
10
.30**
Share Pledge between the Registrant and Wells Fargo Capital
Finance, LLC (f/k/a Wells Fargo Foothill, LLC), dated
February 10, 2010
10
.31**
Note Purchase Agreement between the Registrant and HV Capital
Investors, L.L.C., dated August 1, 2008
10
.32**
Security Agreement between the Registrant and HV Capital
Investors, L.L.C., dated August 1, 2008
10
.33**
Form of Secured Promissory Note issued by the Registrant to HV
Capital Investors, L.L.C. on August 1, 2008 and
September 19, 2008
10
.34**
First Amendment to Note Purchase Agreement between the
Registrant and HV Capital Investors, L.L.C., dated
January 20, 2009 and effective as of December 31, 2008
10
.35**
Form of Unsecured Subordinated Promissory Note (Series A and
Series A1)
10
.35A**
Schedule of Holders of Unsecured Subordinated Promissory Notes
(Series A and Series A1)
10
.36**
Form of Unsecured Subordinated Promissory Note (Series B and
Series C)
10
.36A**
Schedule of Holders of Unsecured Subordinated Promissory Notes
(Series B and Series C)
10
.37**
Form of Unsecured Subordinated Promissory Note (April 2010)
10
.37A**
Schedule of Holders of Unsecured Subordinated Promissory Notes
(April 2010)
10
.38**
Amendment No. 1 to Unsecured Subordinated Promissory Notes among
the Registrant and certain holders of its Unsecured Subordinated
Promissory Notes
10
.39**
Lease Agreement between the Registrant and CB Parkway Business
Center V, Ltd., dated July 23, 1999
10
.40**
First Amendment to Lease Agreement between the Registrant and CB
Parkway Business Center V, Ltd., dated November 29,
1999
10
.41**
Second Amendment to Lease Agreement between the Registrant and
CB Parkway Business Center V, Ltd., dated January 30,
2006
10
.42**
Third Amendment to Lease Agreement between the Registrant and CB
Parkway Business Center V, Ltd., dated August 28, 2006
10
.43**
Fourth Amendment to Lease Agreement between the Registrant and
ARI-Commercial Properties, Inc., dated November 2007
10
.44**
Fifth Amendment to Lease Agreement between the Registrant and
ARI-Commercial Properties, Inc., dated February 4, 2009
10
.45**
Sixth Amendment to Lease Agreement between the Registrant and
ARI-Commercial Properties, Inc., dated March 30, 2009
10
.46**
Lease Agreement between the Registrant and Savoy IBP 8,
Ltd., dated August 28, 2006
Table of Contents
Exhibit
10
.47**
First Amendment to Lease Agreement among the Registrant,
ARI-International Business Park, LLC, ARI -IBP 1, LLC, ARI
- IBP 2, LLC, ARI - IBP 3, LLC, ARI - IBP 4, LLC,
ARI - IBP 5, LLC, ARI - IBP 6, LLC, ARI - IBP 7,
LLC, ARI - IBP 8, LLC, ARI - IBP 9, LLC, ARI -
IBP 11, LLC and ARI - IBP 12, LLC, dated
December 28, 2009
10
.48**
Master Services Agreement between the Registrant and DataBank
Holdings Ltd., dated May 31, 2007
10
.49+
Form of Notice of Grant of Restricted Shares (Outside Directors)
10
.50+
Employment Agreement between the Registrant and Jason Lindwall,
dated January 8, 2008
10
.51+
Employment Agreement between the Registrant and Margot
Lebenberg, dated May 12, 2010
10
.52+
Notice of Stock Option Grant under the Amended and Restated 1998
Stock Incentive Plan between the Registrant and Margot
Lebenberg, dated May 12, 2010
21
.1**
Subsidiaries of the Registrant
23
.1
Consent of Ernst & Young LLP, Independent Registered Public
Accounting Firm
23
.2*
Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (contained in Exhibit 5.1)
24
.1**
Power of Attorney (contained in the signature page to this
registration statement)
+
Indicates management contract or compensatory plan or
arrangement.
*
To be filed by amendment.
**
Previously filed.
Confidential treatment has been requested for portions of this
exhibit. These portions have been omitted from the Registration
Statement and submitted separately to the Securities and
Exchange Commission.
Table of Contents
(b)
Financial
Statement Schedules
REALPAGE, INC.
December 31, 2009
(in thousands)
Allowance for Doubtful Accounts
Additions
Balance at
Charged to
Additions
Balance at
Beginning
Costs and
Due to
End of
of Year
Expenses
Acquisitions
Deduction(1)
Year
$
923
$
1,490
$
2,413
2,413
301
$
181
2,895
2,895
441
175
$
(1,289
)
2,222
(1)
Uncollectible accounts written off, net of recoveries.
Item 17.
Undertakings
II-16
Table of Contents
By:
Chairman of the Board, Chief Executive Officer, and Director
(Principal
Executive Officer)
June 7, 2010
Chief Financial Officer and Treasurer (Principal Financial and
Accounting Officer)
June 7, 2010
Director
June 7, 2010
Director
June 7, 2010
Director
June 7, 2010
Director
June 7, 2010
Director
June 7, 2010
*By:
Attorney-in-Fact
II-17
Table of Contents
Exhibit
1
.1*
Form of Underwriting Agreement
3
.1**
Amended and Restated Certificate of Incorporation of the
Registrant currently in effect
3
.2*
Form of Amended and Restated Certificate of Incorporation of the
Registrant to be effective upon the completion of this offering
3
.3**
Bylaws of the Registrant in effect before the completion of this
offering
3
.4*
Form of Amended and Restated Bylaws of the Registrant to be
effective upon the completion of this offering
4
.1*
Form of Common Stock certificate of the Registrant
4
.2**
Shareholders Agreement among the Registrant and certain
stockholders, dated December 1, 1998, as amended July 16,
1999 and November 3, 2000
4
.3**
Second Amended and Restated Registration Rights Agreement among
the Registrant and certain stockholders, dated February 22,
2008
4
.4**
Fourth Amended and Restated Shareholders Agreement among the
Registrant and certain stockholders, dated March 17, 2010
4
.5**
Letter Agreement between the Registrant and Camden Partners
Strategic Fund III, L.P. regarding management rights, dated
December 14, 2005
4
.6**
Letter Agreement between the Registrant and Camden Partners
Strategic Fund III-A, L.P. regarding management rights, dated
December 14, 2005
4
.7
Fifth Amended and Restated Shareholders Agreement among the
Registrant and certain stockholders, dated June 7, 2010
5
.1*
Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation
10
.1**
Form of Indemnification Agreement to be entered into between the
Registrant and each of its directors and officers
10
.2+**
Amended and Restated 1998 Stock Incentive Plan
10
.2A+**
Form of Notice of Stock Option Grant
10
.2B+**
Form of Notice of Grant of Restricted Shares
10
.2C+**
Form of Non-Qualified Stock Option Agreement (Second Series)
10
.2D+**
Form of Non-Qualified Stock Option Agreement
10
.2E+
Form of Notice of Stock Option Grant (May 2010)
10
.2F+
Form of Notice of Stock Option Grant (May 2010
California)
10
.2G+
Amended and Restated 1998 Stock Incentive Plan (June 2010)
10
.2H+
Form of Notice of Stock Option Grant (Accelerated Vesting)
10
.3+**
Form of Directors Nonqualified Stock Option Agreement
10
.4+**
2010 Equity Incentive Plan
10
.5+**
Form of 2009 Management Incentive Plan
10
.6+**
Form of 2010 Management Incentive Plan
10
.6A+
Form of 2010 Management Incentive Plan (as revised May 2010)
10
.7+**
Stand-Alone Stock Option Agreement between the Registrant and
Peter Gyenes, dated February 25, 2010
10
.8+**
Non-Qualified Stock Option Agreement (Second Series) under the
Amended and Restated 1998 Stock Incentive Plan between the
Registrant and Timothy J. Barker dated October 27, 2005
10
.9+**
Non-Qualified Stock Option Agreement (Second Series) under the
Amended and Restated 1998 Stock Incentive Plan between the
Registrant and Timothy J. Barker dated February 26, 2009
10
.10+**
Notice of Stock Option Grant under the Amended and Restated 1998
Stock Incentive Plan between the Registrant and Timothy J.
Barker dated February 25, 2010
10
.11+**
Employment Agreement between the Registrant and Stephen T. Winn,
dated December 30, 2003
10
.12+**
Employment Agreement between the Registrant and Timothy J.
Barker, dated October 31, 2005
10
.13+**
Amendment to Employment Agreement between the Registrant and
Timothy J. Barker, dated January 1, 2010
Table of Contents
Exhibit
10
.14+**
Employment Agreement between the Registrant and William E.
Van Valkenberg, dated September 24, 2009
10
.15+**
Master Agreement for Consulting Services between the Registrant
and William E. Van Valkenberg, dated June 28, 2009
10
.16+**
Employment Agreement between the Registrant and Ashley Chaffin
Glover, dated March 3, 2005
10
.17+**
Employment Agreement between Multifamily Internet Ventures, LLC
and Dirk D. Wakeham, dated April 12, 2007 and amended
April 12, 2007
10
.18**
Credit Agreement among the Registrant, Wells Fargo Foothill, LLC
and Comerica Bank dated, September 3, 2009
10
.19**
Security Agreement among the Registrant, OpsTechnology, Inc.,
Multifamily Internet Ventures, LLC, Starfire Media, Inc.,
RealPage India Holdings, Inc. and Wells Fargo Foothill, LLC,
dated September 3, 2009
10
.20**
General Continuing Guaranty among OpsTechnology, Inc.,
Multifamily Internet Ventures, LLC, Starfire Media, Inc.,
RealPage India Holdings, Inc. and Wells Fargo Foothill, LLC,
dated September 3, 2009
10
.21**
Waiver and First Amendment to Credit Agreement among the
Registrant, Wells Fargo Foothill, LLC and Comerica Bank, dated
September 16, 2009
10
.22**
General Continuing Guaranty between A.L. Wizard, Inc. and Wells
Fargo Foothill, LLC, dated September 25, 2009
10
.23**
Waiver and Second Amendment to Credit Agreement among the
Registrant, Wells Fargo Foothill, LLC and Comerica bank, dated
October 15, 2009
10
.24**
General Continuing Guarantee between Propertyware, Inc. and
Wells Fargo Foothill, LLC, dated November 6, 2009
10
.25**
Supplement No. 2 to Security Agreement between Propertyware,
Inc. and Wells Fargo Foothill, LLC, dated November 6, 2009
10
.26**
Consent and Third Amendment to Credit Agreement among the
Registrant, Wells Fargo Foothill, LLC, and Comerica Bank dated
December 23, 2009
10
.27**
Waiver, Consent and Fourth Amendment to Credit Agreement among
the Registrant, Wells Fargo Capital Finance, LLC (f/k/a Wells
Fargo Foothill, LLC) and Comerica Bank dated February 10,
2010
10
.28**
General Security Agreement between 43642 Yukon, Inc. and Wells
Fargo Capital Finance, LLC (f/k/a Wells Fargo Foothill, LLC),
dated February 10, 2010
10
.29**
Guarantee between 43642 Yukon, Inc. and Wells Fargo Capital
Finance, LLC (f/k/a Wells Fargo Foothill, LLC), dated
February 10, 2010
10
.30**
Share Pledge between the Registrant and Wells Fargo Capital
Finance, LLC (f/k/a Wells Fargo Foothill, LLC), dated
February 10, 2010
10
.31**
Note Purchase Agreement between the Registrant and HV Capital
Investors, L.L.C., dated August 1, 2008
10
.32**
Security Agreement between the Registrant and HV Capital
Investors, L.L.C., dated August 1, 2008
10
.33**
Form of Secured Promissory Note issued by the Registrant to HV
Capital Investors, L.L.C. on August 1, 2008 and
September 19, 2008
10
.34**
First Amendment to Note Purchase Agreement between the
Registrant and HV Capital Investors, L.L.C., dated
January 20, 2009 and effective as of December 31, 2008
10
.35**
Form of Unsecured Subordinated Promissory Note (Series A and
Series A1)
10
.35A**
Schedule of Holders of Unsecured Subordinated Promissory Notes
(Series A and Series A1)
10
.36**
Form of Unsecured Subordinated Promissory Note (Series B and
Series C)
10
.36A**
Schedule of Holders of Unsecured Subordinated Promissory Notes
(Series B and Series C)
10
.37**
Form of Unsecured Subordinated Promissory Note (April 2010)
10
.37A**
Schedule of Holders of Unsecured Subordinated Promissory Notes
(April 2010)
10
.38**
Amendment No. 1 to Unsecured Subordinated Promissory Notes
among the Registrant and certain holders of its Unsecured
Subordinated Promissory Notes
10
.39**
Lease Agreement between the Registrant and CB Parkway Business
Center V, Ltd., dated July 23, 1999
Table of Contents
Exhibit
10
.40**
First Amendment to Lease Agreement between the Registrant and CB
Parkway Business Center V, Ltd., dated November 29,
1999
10
.41**
Second Amendment to Lease Agreement between the Registrant and
CB Parkway Business Center V, Ltd., dated January 30,
2006
10
.42**
Third Amendment to Lease Agreement between the Registrant and CB
Parkway Business Center V, Ltd., dated August 28, 2006
10
.43**
Fourth Amendment to Lease Agreement between the Registrant and
ARI-Commercial Properties, Inc., dated November 2007
10
.44**
Fifth Amendment to Lease Agreement between the Registrant and
ARI-Commercial Properties, Inc., dated February 4, 2009
10
.45**
Sixth Amendment to Lease Agreement between the Registrant and
ARI-Commercial Properties, Inc., dated March 30, 2009
10
.46**
Lease Agreement between the Registrant and Savoy IBP 8,
Ltd., dated August 28, 2006
10
.47**
First Amendment to Lease Agreement among the Registrant,
ARI-International Business Park, LLC, ARI -IBP 1, LLC, ARI
- IBP 2, LLC, ARI - IBP 3, LLC, ARI - IBP 4, LLC,
ARI - IBP 5, LLC, ARI - IBP 6, LLC, ARI - IBP 7,
LLC, ARI - IBP 8, LLC, ARI - IBP 9, LLC, ARI -
IBP 11, LLC and ARI - IBP 12, LLC, dated
December 28, 2009
10
.48**
Master Services Agreement between the Registrant and DataBank
Holdings Ltd., dated May 31, 2007
10
.49+
Form of Notice of Grant of Restricted Shares (Outside Directors)
10
.50+
Employment Agreement between the Registrant and Jason Lindwall,
dated January 8, 2008
10
.51+
Employment Agreement between the Registrant and Margot
Lebenberg, dated May 12, 2010
10
.52+
Notice of Stock Option Grant under the Amended and Restated 1998
Stock Incentive Plan between the Registrant and Margot
Lebenberg, dated May 12, 2010
21
.1**
Subsidiaries of the Registrant
23
.1
Consent of Ernst & Young LLP, Independent Registered Public
Accounting Firm
23
.2*
Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (contained in Exhibit 5.1)
24
.1**
Power of Attorney (contained in the signature page to this
registration statement)
+
Indicates management contract or compensatory plan or
arrangement.
*
To be filed by amendment.
**
Previously filed.
Confidential treatment has been requested for portions of this
exhibit. These portions have been omitted from the Registration
Statement and submitted separately to the Securities and
Exchange Commission.
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
COMPANY:
REALPAGE, INC |
||||
By: | /s/ Stephen T. Winn | |||
Name: | Stephen T. Winn | |||
Title: | Chief Executive Officer | |||
SHAREHOLDERS:
STEPHEN T. WINN STEPHEN T. WINN 1996 FAMILY LP A |
||||
By: | /s/ Stephen T. Winn | |||
Name: | ||||
Title: | ||||
SEREN CAPITAL LTD.
|
||||
By: | Seren Capital Management, L.L.C., | |||
Its General Partner | ||||
By: | /s/ Stephen T. Winn | |||
Name: | Stephen T. Winn | |||
Title: | Sole Manager and President | |||
SEREN CATALYST LP
|
||||
By: | Seren Capital Management, L.L.C., | |||
Its General Partner | ||||
By: | /s/ Stephen T. Winn | |||
Name: | Stephen T. Winn | |||
Title: | Sole Manager and President | |||
APAX EXCELSIOR VI, L.P.
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By: | Apax Excelsior VI Partners, L.P., | |||
Its General Partner |
By: | Apax Managers, Inc. | |||
Its General Partner |
By: | /s/ Robert Marsden | |||
Name: | Robert Marsden | |||
Title: | CFO |
APAX EXCELSIOR VI-A C.V.
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By: | Apax Excelsior VI Partners, L.P., | |||
Its General Partner |
By: | Apax Managers, Inc. | |||
Its General Partner |
By: | /s/ Robert Marsden | |||
Name: | Robert Marsden | |||
Title: | CFO |
APAX EXCELSIOR VI-B C.V.
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By: | Apax Excelsior VI Partners, L.P., | |||
Its General Partner |
By: | Apax Managers, Inc. | |||
Its General Partner |
By: | /s/ Robert Marsden | |||
Name: | Robert Marsden | |||
Title: | CFO |
PATRICOF PRIVATE INVESTMENT CLUB III, L.P.
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By: | Apax Excelsior VI Partners, L.P., | |||
Its General Partner |
By: | Apax Managers, Inc. | |||
Its General Partner |
By: | /s/ Robert Marsden | |||
Name: | Robert Marsden | |||
Title: | CFO |
ADVANCE CAPITAL PARTNERS, L.P.
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By: | Advance Capital Associates, L.P., | |||
Its General Partner | ||||
By: | Advance Capital Management, LLC, | |||
Its General Partner | ||||
By: | /s/ Jeffrey T. Leeds | |||
Name: | Jeffrey T. Leeds | |||
Title: | Principal | |||
ADVANCE CAPITAL OFFSHORE PARTNERS, L.P.
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By: | Advance Capital Offshore Associates, LDC, | |||
Its General Partner | ||||
By: | Advance Capital Associates, L.P., | |||
Its Member | ||||
By: | Advance Capital Management, LLC, | |||
Its General Partner | ||||
By: | /s/ Jeffrey T. Leeds | |||
Name: | Jeffrey T. Leeds | |||
Title: | Principal | |||
/s/ Jeffrey T. Leeds | ||||
JEFFREY T. LEEDS
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CAMDEN PARTNERS STRATEGIC FUND III, L.P.
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By: | Camden Partners Strategic III, LLC | |||
Its: | General Partner |
By: | Camden Partners Strategic Manager, LLC | |||
Its: Managing Member |
By: | /s/ Richard M. Berkeley | |||
Richard M. Berkeley | ||||
Managing Member |
CAMDEN PARTNERS STRATEGIC FUND III-A, L.P.
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By: | Camden Partners Strategic III, LLC | |||
Its: General Partner |
By: | Camden Partners Strategic Manager, LLC | |||
Its: Managing Member |
By: | /s/ Richard M. Berkeley | |||
Richard M. Berkeley | ||||
Managing Member | ||||
/s/ Timothy J. Barker | ||||
TIMOTHY J. BARKER
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Series A Shareholders
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Apax Excelsior VI, L.P. | |
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Apax Excelsior VI-A C.V. | |
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Apax Excelsior VI-B C.V. | |
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Patricof Private Investment Club III, L.P. | |
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Seren Capital Ltd. | |
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Advance Capital Partners, L.P. | |
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Advance Capital Offshore Partners, L.P. | |
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Jeffrey T. Leeds | |
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Ethan A Budin | |
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Mark H. Sherman | |
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Donald J. Edwards | |
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Joshua A. Sorensen | |
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Robert T. Puopolo | |
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Series A1 Shareholders
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Seren Capital Ltd. | |
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Stephen T. Winn | |
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Camden Partners Strategic Fund III, L.P. | |
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Camden Partners Strategic Fund III-A, L.P | |
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Series B Shareholders
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Camden Partners Strategic Fund III, L.P. | |
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Camden Partners Strategic Fund III-A, L.P. | |
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James K. Malernee | |
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Timothy J. Barker | |
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Series C Shareholders
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Apax Excelsior VI, L.P. | |
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Apax Excelsior VI-A C.V. | |
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Apax Excelsior VI-B C.V. | |
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Patricof Private Investment Club III, L.P. | |
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Camden Partners Strategic Fund III, L.P. | |
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Camden Partners Strategic Fund III-A, L.P. | |
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Timothy J. Barker | |
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Major Shareholders and
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Stephen T. Winn | |
Warrantholders
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Stephen T. Winn 1996 Family LPA | |
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Seren Capital Ltd. | |
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Seren Catalyst LP | |
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Stephen T. Winn, separate property | |
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Michael E. Mueller | |
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Robert H. Dilworth | |
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Melvin R. Woolf | |
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Fabian R. Gordon | |
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Bryan Vincent | |
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Michael Polly |
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Jason Russell | |
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Camden Technology, Inc. | |
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RE3, Inc. | |
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United Dominion Realty Trust | |
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Jeffrey Roper | |
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Patricia Roper | |
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Comerica Ventures Incorporated |
-2-
PARTICIPANT
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REALPAGE, INC. | ||
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Residence Address
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PARTICIPANT
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REALPAGE, INC. | ||
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Date Received |
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PARTICIPANT
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CORPORATION
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: | REALPAGE, INC. | ||
SECURITY
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: | COMMON STOCK | ||
AMOUNT
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DATE
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PARTICIPANT | |||
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Vesting Commencement Date: | |||||||
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Exercise Price per Share: | $ | ||||||
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Total Exercise Price : | $ | ||||||
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Type of Option: | ___ | Incentive Stock Option | |||||
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PARTICIPANT
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REALPAGE, INC. | |
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PARTICIPANT
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CORPORATION
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: | REALPAGE, INC. | ||||
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-2-
Article I. Introduction and Purpose of the 1998 Plan
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i | |||
Article II. Types of Awards Pursuant to the Plan
|
i | |||
Article III. Number of Shares Subject to the Plan
|
i | |||
Section 3.01 Aggregate Maximum
|
i | |||
Section 3.02 Individual Maximum
|
ii | |||
Article IV. Common Stock Subject to Plan
|
ii | |||
Article V. Definitions
|
ii | |||
Section 5.01 Acts Harmful to the Interest of the Corporation
|
ii | |||
Section 5.02 Affiliate
|
ii | |||
Section 5.03 Award
|
ii | |||
Section 5.04 Beneficiary
|
ii | |||
Section 5.05 Cause
|
ii | |||
Section 5.06 Code
|
iii | |||
Section 5.07 Committee
|
iii | |||
Section 5.08 Common Stock
|
iii | |||
Section 5.09 Consultant
|
iii | |||
Section 5.10 Corporation
|
iii | |||
Section 5.11 Disability
|
iii | |||
Section 5.12 Effective Date
|
iii | |||
Section 5.13 Employees
|
iii | |||
Section 5.14 Exchange Program
|
iii | |||
Section 5.15 Excluded Persons
|
iii | |||
Section 5.16 Fair Market Value Per Share
|
iii | |||
Section 5.17 Incentive Period
|
iv | |||
Section 5.18 Incentive Stock Options
|
iv | |||
Section 5.19 Options
|
iv | |||
Section 5.20 1934 Act
|
iv | |||
Section 5.21 Non-Qualified Stock Option
|
iv | |||
Section 5.22 Parent Corporation
|
iv | |||
Section 5.23 Performance Units
|
iv | |||
Section 5.24 Permitted Transferee
|
iv | |||
Section 5.25 Restricted Period
|
iv | |||
Section 5.26 Restricted Shares
|
iv | |||
Section 5.27 Retirement Age
|
iv | |||
Section 5.28 Right
|
iv | |||
Section 5.29 Subsidiary
|
iv | |||
Section 5.30 Valuation Date
|
iv | |||
Section 5.31 Voluntary Termination
|
v | |||
Article VI. Administration
|
v | |||
Section 6.01 Administration and Interpretation
|
v | |||
Section 6.02 Persons Subject to Section 16 of the 1934 Act
|
v | |||
Section 6.03 Powers and Authority of the Committee
|
v | |||
Section 6.04 Delegations by the Committee
|
vi | |||
Section 6.05 Adoption of Rules by the Committee
|
vi | |||
Section 6.06 Expenses
|
vi | |||
Section 6.07 Outside Advisors
|
vi | |||
Section 6.08 Finality of Decisions
|
vi | |||
Section 6.09 Liability of Committee Members and Delegates
|
vi | |||
Article VII. Eligibility; Factors To Be Considered in Granting Awards
|
vii |
i
Article VIII. Exercise Price of Options and Rights
|
vii | |||
Article IX. Date of Grant of Options and Rights
|
vii | |||
Article X. Term of Options and Rights
|
vii | |||
Article XI. Exercise of Options
|
vii | |||
Section 11.01 Timing of Exercise
|
vii | |||
Section 11.02 Forfeiture
|
vii | |||
Section 11.03 Accelerated Vesting
|
viii | |||
Section 11.04 Requirements Regarding Exercise
|
viii | |||
Section 11.05 Mechanics of Exercising an Option
|
viii | |||
Article XII. Exercise of Rights
|
ix | |||
Section 12.01 Grant of Rights
|
ix | |||
Section 12.02 Exercise of Rights
|
ix | |||
Article XIII. Incentive Stock Options
|
x | |||
Section 13.01 Grant of Incentive Stock Options
|
x | |||
Section 13.02 Exercise Price of Incentive Stock Options
|
x | |||
Section 13.03 Limitation upon Exercise
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x | |||
Section 13.04 Amendment of Incentive Stock Options Following Legal Changes
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x | |||
Article XIV. Restricted Shares
|
x | |||
Section 14.01 Establishment of the Restricted Period
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x | |||
Section 14.02 Lapse of Restrictions Upon Certain Events
|
x | |||
Section 14.03 Grant of Restricted Shares
|
xi | |||
Section 14.04 Rights and Privileges Associated with Restricted Shares
|
xi | |||
Section 14.05 General Restrictions Imposed upon Restricted Shares
|
xi | |||
Section 14.06 Dividends
|
xi | |||
Section 14.07 Forfeiture
|
xii | |||
Section 14.08 Vesting
|
xii | |||
Article XV. Award of Performance Units
|
xii | |||
Section 15.01 Grant of Performance Units
|
xii | |||
Article XVI. Termination of Employment; Cessation of Services
|
xiii | |||
Section 16.01 Options and Rights
|
xiii | |||
Section 16.02 Performance Units
|
xiv | |||
Section 16.03 Determination of Termination of Employment or Cessation of Services
|
xv | |||
Section 16.04 No Employment Agreement or Guarantee of a Continued Relationship
|
xv | |||
Section 16.05 Termination for Cause
.
|
xv | |||
Article XVII. Transferability of Options and Rights
|
xvi | |||
Article XVIII. Death or Disability
|
xvi | |||
Article XIX. Adjustments upon Changes in Capitalization, etc
|
xvi | |||
Article XX. Business Combinations
|
xvii | |||
Section 20.01 Exceptions to Events Described in Section 20.03
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xvii | |||
Section 20.02 Business Combination Transactions
|
xvii | |||
Section 20.03 Impact on Awards Following a Business Combination
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xvii | |||
Article XXI. Termination and Amendment
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xviii | |||
Section 21.01 Rights of the Board of Directors
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xviii | |||
Section 21.02 Delegation of Authority by the Board of Directors
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xviii | |||
Article XXII. Withholding Tax
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xviii | |||
Section 22.01 Withholding Generally
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xviii | |||
Section 22.02 Section 83(b) Elections
|
xix | |||
Article XXIII. Written Agreements; Stock Legends
|
xix |
ii
(a) | Incentive Stock Options, | ||
(b) | Non-Qualified Stock Options (unless otherwise indicated, references in the Plan to Options include Incentive Stock Options and Non-Qualified Stock Options ), | ||
(c) | Restricted Shares of the Common Stock, $.001 par value per share, of the Corporation, as provided in Article XIV below, | ||
(d) | Rights granted without accompanying Options, or | ||
(e) | Performance Units valued based upon the long-term performance of the Corporation as determined pursuant to Article XV below. |
i
(a) | authorized and unissued shares, | ||
(b) | authorized and issued shares held in the treasury of the Corporation, or | ||
(c) | issued shares reacquired by the Corporation, as the Board of Directors of the Corporation shall from time to time determine. |
(a) | accepting employment with or serving in any other capacity for any business entity that is in competition with the Corporation, | ||
(b) | soliciting, recruiting, or employing any employee of the Corporation for the benefit of another business entity that is not an Affiliate of the Corporation, | ||
(c) | disclosing any trade secret or confidential information of the Corporation under circumstances that are injurious to the Corporation, or | ||
(d) | disparagement of the Corporation or any Affiliate or their business, products, directors, officers or employees. |
(a) | an Option (whether an Incentive Stock Option or a Non-Qualified Stock Option), | ||
(b) | a Right, | ||
(c) | Restricted Shares, or | ||
(d) | Performance Units. |
ii
(a) | the unauthorized disclosure of any trade secret or confidential information of the Corporation, | ||
(b) | the commission of an act of dishonesty, embezzlement or fraud, | ||
(c) | the commission of an 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 Committee, causes substantial injury and discredit to the Corporation. |
(a) | Seren Capital L.P. and Stephen T. Winn or any Affiliate of Stephen T. Winn, and | ||
(b) | a trustee or other fiduciary holding securities under an employee benefit plan of the Corporation. |
iii
iv
(a) | an Employee, a termination of employment with the Corporation, a Subsidiary, or any Parent Corporation, which is initiated voluntarily by the Employee, as determined in the sole discretion of the Committee; provided, however, that a Voluntary Termination shall not include a termination of employment by reason of death, Disability, retirement from active employment at or after Retirement Age or a breach of any material obligation by the Corporation, and | ||
(b) | a Consultant, a cessation of services for the Corporation, a Subsidiary, or any Parent Corporation, which is initiated voluntarily by the Consultant, as determined in the sole discretion of the Committee. |
(a) | grant Awards; | ||
(b) | determine: |
(i) | the number of shares of Common Stock to be covered by each Award, | ||
(ii) | the purchase price (if any) of the Common Stock covered by each Award, | ||
(iii) | the time or times at which Awards shall be granted, | ||
(iv) | the term of or each Award, or any Restricted Period related thereto, | ||
(v) | the Employees or Consultants to whom the Awards may be granted, and |
whether a grant shall consist of one or more types of Awards; |
(c) | modify the terms of an outstanding Award; | ||
(d) | determine the terms and conditions of and to institute any Exchange Program; | ||
(e) | designate a grant of an Option as an Incentive Stock Option or a Non-Qualified Stock Option; | ||
(f) | interpret the terms of: |
v
(g) | prescribe, amend and rescind rules and regulations relating to the Plan; | ||
(h) | prepare and distribute in such manner as the Committee determines to be appropriate information concerning the Plan; and | ||
(i) | make all other determinations deemed necessary or advisable for the administration of the Plan. |
vi
(a) | agreement, the unvested portion of any Option or Right granted under the Plan to: |
(i) | an Employee, shall be forfeited on the date the Employee ceases to be an Employee of the Corporation, a Parent Corporation or a Subsidiary, and |
vii
(ii) | a Consultant, shall be forfeited on the date the Consultant ceases providing services to the Corporation, a Subsidiary or a Parent Corporation. |
(b) | For purposes of Section 11.02(a) above, services provided by a former Consultant with no gap in service before his or her employment as an Employee shall be treated as a continuation of services, and services provided by a former Employee with no gap in service between his or her termination of employment and his or her commencement of services as a Consultant shall be treated as a continuation of services. |
(a) | Subject to the provisions of this Plan and unless otherwise provided in the option agreement, an Option granted to an Employee under the Plan shall become one hundred percent (100%) vested upon the Employees: |
(i) | death, or | ||
(ii) | Disability. |
(b) | In addition to the acceleration provisions described in Section 11.03(a) above, the Committee may also, in its sole discretion, accelerate the exercisability of any Option or installment thereof at any time. |
(a) | At the time of exercise of any Option, the per share exercise price of such Option shall be paid in full for each share of Common Stock with respect to which such Option is exercised. The holder of an Option may, upon exercise of such Option, pay for both the option price of the shares and any Federal, state, local, foreign, FlCA and FUTA taxes attributable to such exercise: |
(i) | in cash or by means of a bank draft or national brokerage check; | ||
(ii) | through the delivery of shares of Common Stock with a current aggregate fair market value equal to the option price and applicable taxes; | ||
(iii) | through the surrender to the Corporation of such portion of vested Options as shall have an aggregate fair market value equal to the option price and applicable taxes (such surrender shall be treated as an exercise of the Option followed by an immediate sale of the shares, subject to ordinary income tax); or | ||
(iv) | through any combination of (i), (ii) and (iii). |
(b) | Prior to the date an option holder is required to pay the Corporation any amount with respect to tax obligations in connection with the exercise of any Option, the option holder may make an irrevocable election to have the Corporation withhold from those shares that would otherwise be |
viii
received upon the exercise of any Option, a number of shares having a fair market value equal to the amount necessary to satisfy the Corporations Federal, state, local and foreign tax withholding obligations and FlCA and FUTA obligations with respect to the exercise of such Option by the option holder. |
(c) | If the Corporations Common Stock is registered pursuant to Section 12 of the 1934 Act, an option holder may also make payment at the time of exercise of an Option (other than an Incentive Stock Option) by delivering to the Corporation a properly executed exercise notice together with irrevocable instructions to a broker approved in advance by the Corporation that upon such brokers sale of shares with respect to which such Option is exercised, it is to deliver promptly to the Corporation the amount of sale proceeds necessary to satisfy the Option exercise price and any required withholding taxes (subject to the provisions of Article XXII below). |
(a) | The terms and conditions of a Right shall include all terms and conditions that at the time of grant are required, and, in the discretion of the Committee, may include any additional terms and conditions that at such time are permitted, to be included in Rights granted under this Plan. A Right shall entitle the Employee or Consultant to exercise the Right, to the extent vested and in accordance with the terms set forth in the Award, and to receive in exchange, subject to the provisions of the Plan and such rules and regulations as from time to time may be established by the Committee, a payment having an aggregate value equal to: |
(i) | the excess of: |
(A) | the Fair Market Value Per Share on the exercise date over | ||
(B) | the per share exercise price of the Right, |
(ii) | multiplied by: |
(A) | the number of shares of Common Stock subject to the Right or the portion thereof that is surrendered. |
(b) | Upon exercise of a Right, payment shall be made in the form of cash, shares of Common Stock, or a combination thereof, in the sole discretion of the Committee. Shares of Common Stock paid upon exercise of a Right will be valued at the Fair Market Value Per Share on the exercise date. Cash will be paid in lieu of any fractional share of Common Stock based upon the Fair Market Value Per Share on the exercise date. Subject to Article XXII below, no payment will be required from any Employee or Consultant upon exercise of a Right. |
ix
(a) | the Employee or Consultant shall not be entitled to receive a stock certificate evidencing Restricted Shares until the expiration or termination of the Restricted Period applicable to such shares and the satisfaction of any other conditions prescribed by the Committee; | ||
(b) | none of the shares then subject to a Restricted Period shall be sold, transferred, assigned, pledged, or otherwise encumbered or disposed of during the Restricted Period applicable to such shares and until the satisfaction of any other conditions prescribed by the Committee; and | ||
(c) | subject to Section 14.02 above and except as otherwise determined by the Committee, all of the shares then subject to a Restricted Period shall be forfeited and the rights of the Employee or Consultant to such Restricted Shares shall terminate without further obligation on the part of the Corporation if: |
(A) | in the case of an Employee, the Employee ceases to be an Employee of the Corporation, a Parent Corporation or any of its Subsidiaries before the expiration or termination of such Restricted Period and the satisfaction of any other conditions prescribed by the Committee applicable to such Restricted Shares, and | ||
(B) | in the case of a Consultant, the Consultant ceases to perform services for the Corporation, its Parent Corporation or any of its Subsidiaries before the expiration or termination of such Restricted Period and the satisfaction of any other conditions prescribed by the Committee applicable to such Restricted Shares, and |
(a) | the Fair Market Value Per Share (determined as of the date the restrictions expire or terminate) and | ||
(b) | the fraction of a share to which such Employee would otherwise be entitled, subject to Article XXII below. |
(a) | At the time a grant of Performance Units is made, the Committee shall prescribe a range of long-term financial or other performance objectives, including minimum, maximum and target objectives during the Incentive Period applicable to such Performance Units, and shall determine a range of dollar values of each Performance Unit associated with such range of long-term objectives. If the minimum long-term objective prescribed by the Committee for any Performance Unit is not achieved or exceeded, then such Performance Unit shall have no value and no amount shall be payable with respect thereto. If such minimum long-term objective is achieved or exceeded, then the dollar value of all Performance Units to be paid with respect thereto shall be based upon the level of long-term objective achieved, subject to any maximum Performance Unit value imposed by the Committee. If during the course of an Incentive Period there shall occur significant events that were not foreseen in establishing the minimum long-term objective for such Incentive Period and which the Committee expects to have (or believes did have) a substantial effect on such objective during such Incentive Period, in its discretion, the Committee may revise such objective. | ||
(b) | Any Employee who is an Employee of the Corporation, a Parent Corporation or a Subsidiary as of the Valuation Date with respect to Performance Units that have been previously granted to him or her, shall, if the minimum long-term objective referenced in Section 15.01(a) above is met, be eligible to receive a cash award equal to the value of such |
Performance Units determined pursuant to such Section 15.02(a) as of the Valuation Date applicable thereto. Payment of such cash award shall be made as soon as practicable following the Valuation Date of such Performance Units, but not later than 2 1 / 2 months after the end of the calendar year in which the Valuation Date occurs. Except as otherwise provided in Article XVI, any Performance Units granted to an Employee during his or her employment period for which the Incentive Period has not ended shall be forfeited upon the date such employment terminates, and he or she shall not be entitled to any payment in respect thereof. | |||
(c) | Any Consultant who is providing services for the Corporation, a Parent Corporation or a Subsidiary as of the Valuation Date with respect to Performance Units that have been previously granted to him or her, shall, if the minimum long-term objective referenced in Section 15.01(a) above is met, be eligible to receive a cash award equal to the value of such Performance Units determined pursuant to such Section 15.01(a) as of the Valuation Date applicable thereto. Payment of such cash award shall be made as soon as practicable following the Valuation Date of such Performance Units, but not later than 2 1 / 2 months after the end of the calendar year in which the Valuation Date occurs. Except as otherwise provided in Article XVI, any Performance Units granted to a Consultant who ceases to provide services for the Corporation, a Parent Corporation or a Subsidiary prior to the end of an Incentive Period shall be forfeited upon the date such Consultant ceases to perform such services, and he or she shall not be entitled to any payment in respect thereof. |
(a) | Rules Applicable to Employees . In the event that the employment of an Employee to whom an Option or Right has been granted under the Plan terminates for any reason (except pursuant to an authorized leave of absence for military or government service as determined by the Committee or as set forth in Article XVIII below), except as otherwise provided in the Employees option or right agreement, such Employee shall have a period of (i) in the case of Options and Rights granted before February 22, 2008, thirty (30) days, and (ii) in the case of Options and Rights granted on or after February 22, 2008, ninety (90) days following termination of employment in which to exercise any Options or Rights under the Plan that are vested at the date of termination of employment, and at the end of the 30-day and 90-day periods, as applicable, all rights of such Employee under any then outstanding Options or Rights shall terminate and shall be forfeited immediately as to any unexercised portion thereof. Notwithstanding the foregoing, an Employee who terminates his or her employment with the Corporation, a Parent Corporation or a Subsidiary after having reached Retirement Age shall have a period of one year following termination of employment in which to exercise any such Options or Rights under the Plan that are vested at |
the date of termination of employment, and at the end of such one-year period, all rights of such Employee under any such then outstanding Options or Rights shall terminate and shall be forfeited immediately as to any unexercised portion thereof. | |||
(b) | Rules Applicable to Consultants . In the event that a Consultant has been granted an Option or Right under the Plan and ceases to perform services for the Corporation, a Parent Corporation or a Subsidiary for any reason (except a cessation of services due to service in the military or government as determined by the Committee or as set forth in Article XVIII below), except as otherwise provided in the Consultants option or right agreement, such Consultant shall have a period of thirty (30) days following the cessation of services for the Corporation, a Parent Corporation or a Subsidiary in which to exercise any Options or Rights under the Plan that are vested at the date of cessation of such services, and at the end of the thirty (30) day period, all rights of such Consultant under any then outstanding Options or Rights shall terminate and shall be forfeited immediately as to any unexercised portion thereof. |
(a) | Rules Applicable to Employees . Unless otherwise provided in the Employees Performance Unit agreement, if an Employee to whom Performance Units have been granted ceases to be an Employee of the Corporation, a Parent Corporation or a Subsidiary prior to the end of the Incentive Period with respect to such Performance Units for any reason other than death, Disability or retirement from active employment at or after the Retirement Age, the Employee shall immediately forfeit all such Performance Units. If an Employee to whom Performance Units have been granted terminates employment by reason of retirement on or after the Retirement Age, Disability or death, he or she shall, if the minimum long-term objectives referenced in Section 15.01(a) are met, be eligible to receive a cash award equal to the value of such Performance Units, determined pursuant to such Section 15.01(a) and payable as soon as practicable following the Valuation Date of such Performance Units, but not later than 2 1 / 2 months after the end of the calendar year in which the Valuation Date occurs. If the Employee terminates employment due to his or her death or if an Employee who retires from active employment on or after his or her Retirement Age or terminated employment due to Disability dies prior to receipt of any such payment, then his or her designated Beneficiary shall, if the minimum long-term objectives referenced in Section 15.01(a) are met, be entitled to receive a cash award equal to the value of such Performance Units, determined pursuant to Section 15.01(a), and payable as soon as practicable following the Valuation Date of such Performance Units, but not later than 2 1 / 2 months after the end of the calendar year in which the Valuation Date occurs. In the event that the person designated by the Employee as his or her beneficiary shall not be living at the time, or if no designation has been made, then the payment of such cash award shall be made to the estate of the Employee. | ||
(b) | Rules Applicable to Consultants . Unless otherwise provided in the Consultants Performance Unit agreement, if a Consultant to whom |
Performance Units have been granted ceases to provide services for the Corporation, a Parent Corporation or a Subsidiary prior to the end of the Incentive Period with respect to such Performance Units for any reason, the Consultant shall immediately forfeit all such Performance Units. |
(a) | Termination of Employment by an Employee . Any agreement reflecting the grant of an Award to an Employee, and any rules and regulations relating thereto, may contain such provisions as the Committee shall approve with reference to the determination of the date employment terminates and the effect of leaves of absence. Any such rules and regulations with reference to any option agreement shall be consistent with the provisions of the Code and any applicable rules and regulations thereunder. Awards granted under the Plan shall not be affected by any change of duties or position so long as the holder continues to be an Employee of the Corporation, a Parent Corporation or any Subsidiary thereof. | ||
(b) | Cessation of Services by a Consultant . Any agreement reflecting the grant of an Award to a Consultant, and any rules and regulations relating thereto, may contain such provisions as the Committee shall approve with reference to the determination of the date on which services will cease to be provided and the effect of any short term interruptions in the provision of services. Any such rules and regulations with reference to any option agreement shall be consistent with the provisions of the Code and any applicable rules and regulations thereunder. Awards granted under the Plan shall not be affected by any change of duties or position so long as the holder continues to be a Consultant (or, if subsequently hired after the grant of an Award, an Employee) of the Corporation, a Parent Corporation or any Subsidiary thereof. |
(a) | for Cause, or | ||
(b) | by reason of a Voluntary Termination, and such Employee or Consultant engages in any Acts Harmful to the Interest of the Corporation within one (1) year after the Voluntary Termination. |
(a) | an Employees or Consultants written agreement evidencing a grant of an Award under the Plan provides otherwise, or | ||
(b) | specific provision for the substitution of securities of another corporation, which arises automatically without the necessity of any action by the Board of Directors, is otherwise made in writing in connection with any of the transactions described in Section 20.02 below. |
(a) | a merger or consolidation of the Corporation with or into another corporation in which the Corporation shall not be the surviving corporation, | ||
(b) | a dissolution of the Corporation, | ||
(c) | a transfer of all or substantially all of the assets of the Corporation 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 Excluded Persons, becoming the beneficial owner (as defined in Rule 13d-3 of the 1934 Act), directly or indirectly, of securities of the Corporation representing 40% or more of the combined voting power of the Corporations then outstanding securities. |
(a) | each Option shall terminate, but the holder of any outstanding Option shall be entitled, immediately prior to the effective date of such |
transaction, to purchase that number of shares of Common Stock subject to the Option that are then vested and exercisable; | |||
(b) | each Right shall terminate, but the holder of a Right shall be entitled, immediately prior to the effective date of such transaction, to receive the amount of cash he would have been entitled to receive upon exercise of that portion of such Right that was vested and exercisable at such time; | ||
(c) | all restrictions on any Restricted Shares that are outstanding but not vested immediately prior to the consummation of such transaction shall continue in full force and effect; and | ||
(d) | each Performance Unit shall terminate, but the recipient of any Performance Unit shall be entitled, immediately prior to the effective date of such transaction, to receive the prorated value of such Unit as if all of the applicable performance objectives had been met on the date of payment, with such proration to be based on that portion of the applicable Incentive Period that has elapsed. |
(a) | increase the maximum number of shares of Common Stock which may be issued in the form of Incentive Stock Options under the Plan; or | ||
(b) | change the designation of the employees or class of employees eligible to receive Incentive Stock Options under the Plan. |
Date of Grant:
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Vesting Commencement Date:
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Exercise Price per Share:
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$ | |||||
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Total Number of Shares Granted:
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Total Exercise Price :
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$ | |||||
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Type of Option:
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Incentive Stock Option | |||||
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Non-Qualified Stock Option | |||||
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Term/Expiration Date:
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PARTICIPANT
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REALPAGE, INC. | |
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Signature
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Print Name
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Print Name | |
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Title | |
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Residence Address
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Submitted by:
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Accepted by: | |
PARTICIPANT
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REALPAGE, INC. | |
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Signature
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Print Name
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Title | |
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Address:
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Address: | |
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Date Received |
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PARTICIPANT
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: | |||
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CORPORATION
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: | REALPAGE, INC. | ||
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SECURITY
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: | COMMON STOCK | ||
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AMOUNT
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: | |||
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DATE
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: |
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PARTICIPANT | |
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Signature | |
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Date |
Participant
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EMPLOYEE NAME | Division | DIVISION | |||
Target Award % (1)
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PERCENTAGE | Eligibility Date: | DATE |
Criteria | Weight | Target | ||
Corporate Revenue
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XX% | |||
Corporate EBITDA
Divisional Revenue |
XX%
XX% |
Each criterion has a target, a minimum, and a maximum. The target pays out at 100%. The minimum is 0% and the maximum is 200%. | ||
Divisional Profit
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XX% | |||
Individual Performance
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XX% | See Below |
(1) | Target Award % represents the percentage of base salary earned during the eligible portion of the year which is achieved at target. | |
(2) | Corporate Revenue & EBITDA objectives are confidential and will not be disclosed until year end results are released. Divisional revenue & profit objectives may be disclosed, but should be kept strictly confidential. | |
(3) | Targets (including minimums and maximums) and awards may be adjusted at the sole discretion of the compensation committee based on (i) risk assessment inherent in the target and (ii) special circumstances that were not anticipated when the targets were established. |
Corporate Revenue
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15 | % | ||
Corporate EBITDA
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10 | % | ||
Divisional Revenue
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30 | % | ||
Divisional Profit
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20 | % | ||
Individual Performance
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25 | % |
(1) Bonus based on corporate revenue achievement
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= | $100,000 * .2 * .15 * 1.50 | = | $ 4,500 | ||||||
(2) Bonus based on corporate EBITDA achievement
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= | $100,000 * .2 * .10 * 1.50 | = | $ 3,000 | ||||||
(3) Bonus based on divisional revenue achievement
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= | $100,000 * .2 * .30 * 1.00 | = | $ 6,000 | ||||||
(4) Bonus based on divisional profit achievement
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= | $100,000 * .2 * .20* 1.00 | = | $ 4,000 | ||||||
(5) Bonus based on individual goals & initiatives
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= | $100,000 * .2 * .25 * 1.25 | = | $ 6,250 | ||||||
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Total Award
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$23,750 |
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Date of Grant: | |||||
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Vesting Commencement Date: | |||||
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Total Number of Shares Granted: | |||||
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THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE ACT) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. | |||
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, A RIGHT OF FIRST REFUSAL AND FORFEITURE RIGHTS IN FAVOR OF THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED SHARE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL AND FORFEITURE RIGHTS IN FAVOR OF THE ISSUER OR ITS ASSIGNEE(S) ARE BINDING ON TRANSFEREES OF THESE SHARES. | |||
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER FOR A PERIOD OF TIME FOLLOWING THE EFFECTIVE DATE OF THE UNDERWRITTEN PUBLIC OFFERING OF THE CORPORATIONS SECURITIES SET FORTH IN AN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER PRIOR TO THE EXPIRATION OF SUCH PERIOD WITHOUT THE CONSENT OF THE CORPORATION OR THE MANAGING UNDERWRITER. |
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PARTICIPANT
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: | |||
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CORPORATION
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: | REALPAGE, INC. | ||
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SECURITY
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: | COMMON STOCK | ||
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AMOUNT
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: | |||
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DATE
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: |
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PARTICIPANT | |||
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Signature | ||
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Print Name | ||
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Date |
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Dated: ______, ______
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Signature: |
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PARTICIPANT | REALPAGE, INC. | |||
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Signature
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By | |||
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Print Name
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Print Name | |||
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Title | |||
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1. | The name, address, taxpayer identification number and taxable year of the undersigned are as follows: |
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NAME: | SPOUSE: | |||||||
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ADDRESS: | ||||||||
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TAXPAYER IDENTIFICATION NO.: | TAXABLE YEAR: | ||||||||
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2. | The property with respect to which the election is made is described as follows: shares (the Shares) of the Common Stock of RealPage, Inc. (the Corporation). | |
3. | The date on which the property was transferred is: , . | |
4. | The property is subject to the following restrictions: | |
The Shares may not be transferred and are subject to forfeiture under the terms of an agreement between the taxpayer and the Corporation. These restrictions lapse upon the satisfaction of certain conditions contained in such agreement. | ||
5. | The Fair Market Value at the time of transfer, determined without regard to any restriction other than a restriction which by its terms shall never lapse, of such property is: $ . | |
6. | The amount (if any) paid for such property is: $ . |
Dated:
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, | ||||||||
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Dated:
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, | ||||||||
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REALPAGE, INC.
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/s/ Stephen T. Winn | |||||
By: Stephen T. Winn | |||||
Its: CEO | |||||
/s/ Jason Lindwall | |||||
Jason Lindwall, an individual | |||||
Grant Number:
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Second Series No. xx-xx-xx | |
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Date of Grant:
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, 200_ | |
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Name of Optionee:
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xxx (the Optionee) | |
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Number of Shares:
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xx,000 | |
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Exercise Price Per Share:
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$x.xx (the Option Exercise Price) |
REALPAGE, INC. | ||||
By: | Stephen T. Winn | |||
Chairman of the Board | ||||
OPTIONEE:
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Signature: | ||||
Address: | ||||
Social Security Number: | ||||
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(i) | where termination occurs: |
(A) | within twelve (12) months of the Effective Date of this Agreement, eighteen (18) equal monthly installments of an amount per installment equal to one-twelfth of Executives Base Salary commencing accruing immediately (determined as of the Date of Termination, except in the case of termination for Good Reason due to an undisputed improper reduction of such Base Salary); or | ||
(B) | after the first twelve (12) months and through twenty-four (24) months of the Effective Date of this Agreement, twelve (12) equal monthly installments of an amount per installment equal to one-twelfth of Executives Base Salary accruing immediately (determined as of the Date of Termination, except in |
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the case of termination for Good Reason due to an undisputed improper reduction of such Base Salary); or | |||
(C) | more than twenty-four (24) months after the Effective Date of this Agreement, six (6) equal monthly installments of an amount per installment equal to one-twelfth of Executives Base Salary accruing immediately (determined as of the Date of Termination, except in the case of termination for Good Reason due to an undisputed improper reduction of such Base Salary); and |
(ii) | 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 Executives 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 Employers vacation policy (as described in Section 9(a)(iii), the Accrued Amounts). |
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/s/ Stephen T. Winn | ||||
By: Stephen T. Winn | ||||
Its: President and Chief Executive Officer | ||||
/s/ Margot Lebenberg | ||||
Margot Lebenberg, an individual | ||||
-11-
|
Date of Grant: | |||||||||
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Vesting Commencement Date: | |||||||||
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Exercise Price per Share: | $ | ||||||||
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Total Number of Shares Granted: | |||||||||
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Total Exercise Price : | $ | ||||||||
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Type of Option: | Incentive Stock Option | ||||||||
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Non Qualified Stock Option | |||||||||
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Term/Expiration Date: | |||||||||
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PARTICIPANT
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REALPAGE, INC. | ||
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Signature
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By | ||
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Print Name
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Print Name | ||
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Title | ||
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Residence Address
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Submitted by:
PARTICIPANT |
Accepted by:
REALPAGE, INC. |
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Signature
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By | |
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Print Name
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Print Name | |
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Title | |
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Address:
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Address: | |
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Date Received |
-4-
PARTICIPANT
|
: | |||
|
||||
CORPORATION
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: | REALPAGE, INC. | ||
|
||||
SECURITY
|
: | COMMON STOCK | ||
|
||||
AMOUNT
|
: | |||
|
||||
DATE
|
: |
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PARTICIPANT | |
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Signature | |
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Print Name | |
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Date |
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Name: | Lebenberg, Margot | ||
|
||||
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Address: | [***] | ||
|
||||
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Grant Number: | 1366-05-10 |
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Date of Grant: | May 12, 2010 | ||
|
||||
|
Vesting Commencement Date: | May 12, 2010 | ||
|
||||
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Exercise Price per Share: | $4.00 | ||
|
||||
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Total Number of Shares Granted: | 450,000 | ||
|
||||
|
Total Exercise Price : | $1,800,000 | ||
|
||||
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Type of Option: | ___ Incentive Stock Option | ||
|
||||
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X Non-Qualified Stock Option | |||
|
||||
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Term/Expiration Date: | May 12, 2020 |
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PARTICIPANT
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REALPAGE, INC. | |||
|
||||
/s/ Margot Lebenberg
|
/s/ Stephen T. Winn
|
|||
|
||||
Margot Lebenberg
|
Stephen T. Winn | |||
|
||||
Print Name
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Print Name | |||
|
||||
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CEO | |||
|
||||
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Title | |||
|
||||
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Submitted by:
|
Accepted by: | |||
PARTICIPANT
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REALPAGE, INC. | |||
|
||||
|
||||
Signature
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By | |||
|
||||
|
||||
Print Name
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Print Name | |||
|
||||
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||||
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Title | |||
|
||||
Address:
|
Address: | |||
|
||||
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|
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||||
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||||
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||||
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Date Received |
-4-
PARTICIPANT
|
: | |||
CORPORATION
|
: | REALPAGE, INC. | ||
SECURITY
|
: | COMMON STOCK | ||
AMOUNT
|
: | |||
DATE
|
: |
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PARTICIPANT | |||
|
||||
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