Form 8-K - August 2014 Exec RS with Performance Stock Awards

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

July 31, 2014

REALPAGE, INC.

(Exact name of registrant as specified in its charter)



Delaware	001-34846	75-2788861
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4000 International Parkway

Carrollton, Texas 75007

(Address of principal executive offices, including zip code)

(972) 820-3000

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):



¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)



¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)



¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))



¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Amendment to Stock Bonus Agreement

On July 31, 2014, the Compensation Committee (the “Committee”) of the Board of Directors (“Board”) of RealPage, Inc. (the “Company”) authorized the Company to enter into Amendment No.1 (the “Amendment”) to the existing Stock Bonus Agreement (the “February 2014 Winn Stock Bonus Agreement”) with Mr. Stephen T. Winn, Chief Executive Officer and President of the Company and Chairman of the Board, effective as of July 31, 2014. Pursuant to the February 2014 Winn Stock Bonus Agreement, the Company was obligated to issue Mr. Winn up to 200,000 shares (the “Shares”) of its unvested common stock (hereinafter referred to as “restricted stock”) upon the achievement of certain performance metrics. Pursuant to the Agreement, as amended by the Amendment, the Company agrees to issue the Shares to Mr. Winn three days after the issuance of the Company’s earnings release for the second quarter of 2014. The Shares shall be issued pursuant to the Company’s 2010 Equity Incentive Plan, as amended and restated (the “Plan”), subject to the Company’s form restricted stock agreement under the Plan. The Shares, once issued, shall be further subject to satisfaction of the following vesting conditions: (1) 100,000 Shares (half of the total Shares to be issued) shall become eligible to vest if prior to July1, 2017, the average closing price per share of the Company’s common stock for 20 consecutive trading days equals or exceeds $25.00 per share, and 100,000 Shares (the remainder of the Shares to be issued) shall become eligible to vest if prior to July1, 2017 the average closing price per share of the Company’s common stock for 20 consecutive trading days equals or exceeds $30.00 per share (Shares that become eligible to vest, if any, are referred to as “Eligible Shares”), and (2) twenty-five percent (25%) of the Eligible Shares shall vest quarterly over the year following the date they become Eligible Shares beginning on the first day of the next calendar quarter, subject to Mr. Winn’s continued status as a service provider (as defined in the Plan) through each vesting date, provided that the Eligible Shares shall be fully vested on July 1, 2017, or upon a Change in Control, Death or Disability (as defined in the Plan). The restricted stock shall accelerate and shall be fully vested, immediately prior to a Change in Control of the Company (as defined in the Plan) resulting in consideration per share of the Company's common stock equal to or in excess of $25.00 per share with respect to the first tranche of shares and $30.00 per share with respect to the second tranche of shares, respectively.

Equity Incentive Awards

On July 31, 2014, the Committee authorized the Company to enter into agreements with each of Margot Carter, W. Bryan Hill, William Chaney and Janine Steiner Jovanovic, pursuant to which the Company agrees to issue restricted stock to each of Ms. Carter, Messrs. Hill and Chaney and Ms. Steiner Jovanovic in the amounts set forth in the table below, three days after the issuance of the Company’s earnings release for the second quarter of 2014. These grants of restricted stock shall be issued pursuant to the Plan and shall be subject to the Company’s form restricted stock agreement under the Plan. The shares, once issued, shall be further subject to the satisfaction of the same vesting conditions as the shares to be issued to Mr. Winn pursuant to the February 2014 Winn Stock Bonus Agreement, as amended by the Amendment.



Executive	Title	Total Shares Granted
Margot Carter	Chief Legal Officer, Executive Vice President and Secretary	50,000
W. Bryan Hill	Executive Vice President, Chief Financial Officer and Treasurer	50,000
William Chaney	Executive Vice President, Enterprise Solutions	50,000
Janine Steiner Jovanovic	Executive Vice President, Asset Optimization Solutions	50,000

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.



Exhibit No.		Description

10.1		Amendment No.1 to Stock Bonus Agreement between the Company and Stephen T. Winn, effective as of July 31, 2014
10.2		Form of Stock Bonus Agreement between the Company and each of Ms. Carter, Messrs. Hill and Chaney and Ms. Steiner Jovanovic, dated as of July 31, 2014

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be on its behalf by the undersigned hereunto duly authorized.




		REALPAGE, INC.

By:		/s/ Stephen T. Winn
		Stephen T. Winn Chief Executive Officer, President and Chairman

Date: July 31, 2014

EXHIBIT INDEX



Exhibit No.		Description
10.1		Amendment No.1 to Stock Bonus Agreement between the Company and Stephen T. Winn, dated as of July 31, 2014
10.2		Form of Stock Bonus Agreement between the Company and each of Ms. Carter, Messrs. Hill and Chaney and Ms. Steiner Jovanovic, dated as of July 31, 2014

exhibit10.1

Exhibit 10.1

AMENDMENT NO. 1 TO STOCK BONUS AGREEMENT

This Amendment No. 1 To Stock Bonus Agreement (this “Amendment”) is made and entered into effective as of July 31, 2014 by and between RealPage, Inc., a Delaware corporation (the “Company”), and Stephen T. Winn (“Executive”) and amends the Stock Bonus Agreement dated February 24, 2014 between the Company and Executive (the “Agreement”). All capitalized terms not otherwise defined herein have the meanings set forth in the Agreement.

Recitals


A.	The Company and Executive are parties to the Agreement.


B.	The parties desire to amend the Agreement to modify the date on which the shares of restricted stock are issued to Executive and to modify the vesting requirements of the shares.


C.	Section 10 of the Agreement provides that the Agreement may be amended by a writing signed by the Company and Executive.

Agreement

In consideration of the foregoing premises and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Section 1 of the Agreement shall be amended and restated in its entirety as follows:

“1. Grant. The Company hereby agrees to issue to Executive pursuant to the Company’s 2010 Equity Incentive Plan, as amended and restated (the “Plan”), 200,000 shares of restricted stock of the Company (the “Shares”), which grant shall occur three days after the issuance of the Company’s earnings release for the second quarter of 2014. The Shares once issued shall be subject to the Company’s standard restricted stock agreement and satisfaction of the following vesting conditions:

Performance-Based Vesting Condition. (1) 100,000 Shares shall become eligible to vest if prior to July 1, 2017, the average closing price per share of the Company’s common stock for 20 consecutive trading days equals or exceeds $25.00 per share; and (2) 100,000 Shares shall become eligible to vest if prior to July 1, 2017 the average closing price per share of the Company’s common stock for 20 consecutive trading days equals or exceeds $30.00 per share. Shares that become eligible to vest, if any, are referred to herein as “Eligible Shares.”

Time-Based Vesting Condition. The Eligible Shares shall vest in equal installments quarterly over the year following the date they become Eligible Shares beginning on the first day of the next calendar quarter, subject to Executive’s remaining a Service Provider through each vesting date. However, all Eligible Shares shall be fully vested on July 1, 2017, or upon Change in Control, Death or Disability. The restricted stock shall accelerate and shall be fully vested, immediately prior to a Change in Control of the Company (as defined in the Plan) resulting in consideration per share of the Company's common stock equal to or in excess of $25.00 per share with respect to the first tranche of shares and $30.00 per share with respect to the second tranche of shares, respectively.

2. Section 7 of the Agreement shall be amended and restated in its entirety as follows:

“7. Rights as Stockholder. Neither Executive nor any person claiming under or through Executive has any of the rights or privileges of a stockholder of the Company in respect of any shares deliverable hereunder unless and until certificates representing any such Shares will have been issued and delivered to Executive or Executive’s broker, or the book-entry form evidencing such shares will have been recorded on the records of the Company or the transfer agents of the Company.”

3. Except as specified in this Amendment, all terms and conditions of the Agreement shall continue in full force and effect.

4. This Amendment may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.

5. This Amendment shall be governed by and construed exclusively in accordance with the internal laws of the State of Delaware, excluding that body of law relating to conflict of laws.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.

COMPANY:

RealPage, Inc.

By: /s/ Margot Carter____________________________

Margot Carter

Executive Vice President, Secretary and

Chief Legal Officer

EXECUTIVE:

/s/ Stephen T. Winn

Stephen T. Winn

exhibit10.2

Exhibit 10.2

STOCK BONUS AGREEMENT

This Stock Bonus Agreement (this “Agreement”), is effective this 31^st day of July, 2014 (the “Effective Date”) by and between ______________________, an individual resident of the State of Texas (“Executive”) with a residence at ____________________________, and RealPage, Inc., a Delaware corporation (the “Company”), having its principal offices at 4000 International Parkway, Carrollton, Texas 75007; and

WHEREAS, the Compensation Committee of the Company’s Board of Directors (the “Committee”) desires to incent Executive to increase the value of the Company’s common stock in alignment with the interests of the Company’s stockholders.

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

1.Grant. The Company hereby agrees to issue to Executive pursuant to the Company’s 2010 Equity Incentive Plan, as amended (the “Plan”), 50,000 shares of restricted stock of the Company (the “Shares”), which grant shall occur three days after the issuance of the Company’s earnings release for the second quarter of 2014. The Shares once issued shall be subject to the Company’s standard restricted stock agreement and satisfaction of the following vesting conditions:

Performance-Based Vesting Condition. (1) 25,000 Shares shall become eligible to vest if prior to July 1, 2017, the average closing price per share of the Company’s common stock for 20 consecutive trading days equals or exceeds $25.00 per share; and (2) 25,000 Shares shall become eligible to vest if prior to July 1, 2017 the average closing price per share of the Company’s common stock for 20 consecutive trading days equals or exceeds $30.00 per share. Shares that become eligible to vest, if any, are referred to herein as “Eligible Shares.”

Time-Based Vesting Condition. The Eligible Shares shall vest in equal installments quarterly over the year following the date they become Eligible Shares beginning on the first day of the next calendar quarter, subject to Executive’s remaining a Service Provider through each vesting date. However, all Eligible Shares shall be fully vested on July 1, 2017, or upon a Change in Control, Death or Disability. The restricted stock shall accelerate and shall be fully vested, immediately prior to a Change in Control of the Company (as defined in the Plan) resulting in consideration per share of the Company's common stock equal to or in excess of $25.00 per share with respect to the first tranche of shares and $30.00 per share with respect to the second tranche of shares, respectively.

2.Company’s Obligation. Unless and until the restricted shares described in Section 1 of this Agreement are issued and vest, Executive will have no right to receive such shares and after issuance but before vesting of such shares, such shares will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company.

3.Forfeiture upon Termination as Service Provider. If Executive terminates service as a Service Provider for any or no reason prior to the issuance and vesting of the shares described in Section 1 of this Agreement, such rights and/or such unvested shares will thereupon be forfeited at no cost to the Company.

4.Payment after Vesting. Any shares described in Section 1 of this Agreement that vest in accordance with Section 1 of this Agreement will be paid to Executive (or in the event of Executive’s death, to Executive’s estate) in shares of the Company’s common stock.

5.Tax Withholding. Notwithstanding any contrary provision of this Agreement, no such shares shall be issued or paid to Executive unless and until satisfactory arrangements will have been made by Executive with respect to the payment of income, employment and any other taxes that must be withheld with respect to such shares. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Executive to satisfy such tax withholding obligation, in whole or in part by one or more of the following: (a) paying cash, (b) electing to have the Company withhold otherwise deliverable shares of Company common stock having a value equal to the minimum amount statutorily required to be withheld, (c) delivering to the Company already vested and owned shares of Company common stock having a value equal to the amount required to be withheld, or (d) selling a sufficient number of such shares otherwise deliverable to Executive through such means as the Administrator may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld.

6.Tax Consultation. Executive understands that Executive may suffer adverse tax consequences as a result of Executive’s disposition of or vesting in the shares described in Section 1 of this Agreement. Executive represents that Executive has consulted with any tax consultants Executive deems advisable with respect to the disposition of or vesting in such shares and that Executive is not relying on the Company for any tax advice.

7.Rights as Stockholder. Neither Executive nor any person claiming under or through Executive has any of the rights or privileges of a stockholder of the Company in respect of any shares deliverable hereunder unless and until certificates representing any such Shares will have been issued and delivered to Executive or Executive’s broker, or the book-entry form evidencing such shares will have been recorded on the records of the Company or the transfer agents of the Company.

8.Grant is Not Transferable. Executive’s rights under this Agreement may not be transferred in any manner otherwise than by will or by the laws of descent or distribution. The terms of the Plan and this Agreement shall be binding upon Executive’s executors, administrators, heirs, successors and assigns.

9.Additional Conditions to Issuance of Stock. No shares shall be issued pursuant to this Agreement unless such issuance complies with applicable laws.

10.Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Executive with respect to the subject matter hereof, and may not be modified adversely to Executive’s interest except by means of a writing signed by the Company and Executive. This Agreement is governed by the internal substantive laws, but not the choice of law rules, of Texas.

11.No Guarantee of Continued Service. EXECUTIVE ACKNOWLEDGES AND AGREES THAT ANY SHARES ISSUED UNDER THIS AGREEMENT ARE SUBJECT TO VESTING PURSUANT TO THE VESTING SCHEDULE HEREIN AND ARE EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (AND NOT THROUGH THE ACT OF BEING HIRED OR BEING GRANTED SUCH SHARES). EXECUTIVE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH EXECUTIVE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE EXECUTIVE’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.

By Executive’s signature and the signature of the Company’s representative below, Executive and the Company agree that the restricted Shares issuable pursuant to this Agreement are to be issued under and governed by the terms and conditions of the Plan this Agreement and a restricted share agreement to be entered into between the parties. Executive has reviewed the Plan and this Agreement in their entirety, and have had an opportunity to obtain the advice of counsel prior to executing this Agreement and Executive fully understands all provisions of the Plan and this Agreement. Executive hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and this Agreement. Executive further agrees to notify the Company upon any change in the residence address indicated above.

RealPage, Inc.

By: ________________________________ ____________________________

[Company signatory] Date

____________________________________ ____________________________

[Executive] Date