Award of Restricted Stock Uses in Forfeiture Events Clause

Forfeiture Events from Restricted Stock Award Agreement

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

Forfeiture Events. Participant acknowledges and agrees that Participant's status as a Service Provider terminates and participant engages in Acts Harmful to the Interest of the Company (as defined herein) within one (1) year after the termination, as determined by the Administrator, then, to the extent permitted by applicable law, (i) the Participant will (A) immediately forfeit any right the Shares of Restricted Stock issued under this Award Agreement, whether vested or unvested, and shall, within three (3) business days after receiving a written demand therefor from the Company, return and surrender to the Company for cancellation all Shares of Restricted Stock of the Company received by the Participant pursuant to this Award Agreement, and (B) immediately forfeit any right to, and shall, within three (3) business days after receiving a written demand therefor from the Company, pay to the Company--either directly or, at Company's discretion, through a payroll deduction from any amounts owed by the Company to Participant--a cash payment equal to the value of all proceeds received by Participant within six (6) months before or after the date of the termination of Participant's status as a Service Provider from the sale of any Shares of the Restricted Stock originally acquired by Participant pursuant to this Award of Restricted Stock. If a payroll deduction is insufficient to pay the Company the value of all such proceeds received by Participant, then Participant shall be required to make a cash payment to the Company in the amount of any deficiency. For purposes of this provision, "Acts Harmful to the Interest of the Company" shall mean (a) accepting employment with or serving in any other capacity for any business entity that is in competition with the Company; (b) the breach of any of the covenants set forth in Section 12 above; -10-or (c) disclosing any trade secret or confidential information of the Company under circumstances that are injurious to the Company.

Forfeiture Events from Restricted Stock Award Agreement

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

Forfeiture Events. Participant acknowledges and agrees that, (a) if Participant's status as a Service Provider terminates and Participant engages in Acts Harmful to the Interest of the Company (as defined herein) within one (1) year after the termination, as determined by the Administrator, then, to the extent permitted by applicable law, (i) the Participant will (A) immediately forfeit any right the Shares of Restricted Stock issued under this Award Agreement, whether vested or unvested, and shall, within three (3) business days after receiving a written demand therefor from the Company, return and surrender to the Company for cancellation all Shares of Restricted Stock of the Company received by the Participant pursuant to this Award Agreement, and (B) immediately forfeit any right to, and shall, within three (3) business days after receiving a written demand therefor from the Company, pay to the Company --either directly or, at the Company's discretion, through a payroll deduction from any amounts owed by the Company to Participant--a cash payment equal to the value of all proceeds received by Participant within six (6) months before or after the date of the termination of Participant's status as a Service Provider from the sale of any Shares of the Restricted Stock originally acquired by Participant pursuant to this Award of Restricted Stock. If a payroll deduction is insufficient to pay the Company the value of all such proceeds received by Participant, then Participant shall be required to make a cash payment to the Company in the amount of any deficiency. For purposes of this provision, "Acts Harmful to the Interest of the Company" shall mean (a) accepting employment with or serving in any other capacity for any business entity that is in competition with the Company; (b) the breach of any of the covenants set forth in Section 12 above; -10-or (c) disclosing any trade secret or confidential information of the Company under circumstances that are injurious to the Company.

Forfeiture Events from Restricted Stock Award Agreement

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

Forfeiture Events. Participant acknowledges and agrees that Participant's status as a Service Provider terminates and participant engages in Acts Harmful to the Interest of the Company (as defined herein) within one (1) year after the termination, as determined by the Administrator, then, to the extent permitted by applicable law, (i) the Participant will (A) immediately forfeit any right the Shares of Restricted Stock issued under this Award Agreement, whether vested or unvested, and shall, within three (3) business days after receiving a written demand therefor from the Company, return and surrender to the Company for cancellation all Shares of Restricted Stock of the Company received by the Participant pursuant to this Award Agreement, and (B) immediately forfeit any right to, and shall, within three (3) business days after receiving a written demand therefor from the Company, pay to the Company--either directly or, at Company's discretion, through a payroll deduction from any amounts owed by the Company to Participant--a cash payment equal to the value of all proceeds received by Participant within six (6) months before or after the date of the termination of Participant's status as a Service Provider from the sale of any Shares of the Restricted Stock originally acquired by Participant pursuant to this Award of Restricted Stock. If a payroll deduction is insufficient to pay the Company the value of all such proceeds received by Participant, then Participant shall be required to make a cash payment to the Company in the amount of any deficiency. For purposes of this provision, "Acts Harmful to the Interest of the Company" shall mean (a) accepting employment with or serving in any other capacity for any business entity that is in competition with the Company; (b) the breach of any of the covenants set forth in Section 12 above; -11-or (c) disclosing any trade secret or confidential information of the Company under circumstances that are injurious to the Company.

Forfeiture Events from Restricted Stock Award Agreement

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

Forfeiture Events. Participant acknowledges and agrees that Participant's status as a Service Provider terminates and participant engages in Acts Harmful to the Interest of the Company (as defined herein) within one (1) year after the termination, as determined by the Administrator, then, to the extent permitted by applicable law, (i) the Participant will (A) immediately forfeit any right the Shares of Restricted Stock issued under this Award Agreement, whether vested or unvested, and shall, within three (3) business days after receiving a written demand therefor from the Company, return and surrender to the Company for cancellation all Shares of Restricted Stock of the Company received by the Participant pursuant to this Award Agreement, and (B) immediately forfeit any right to, and shall, within three (3) business days after receiving a written demand therefor from the Company, pay to the Company--either directly or, at Company's discretion, through a payroll deduction from any amounts owed by the Company to Participant--a cash payment equal to the value of all proceeds received by Participant within six (6) months before or after the date of the termination of Participant's status as a Service Provider from the sale of any Shares of the Restricted Stock originally acquired by Participant pursuant to this Award of Restricted Stock. If a payroll deduction is insufficient to pay the Company the value of all such proceeds received by Participant, then Participant shall be required to make a cash payment to the Company in the amount of any deficiency. For purposes of this provision, "Acts Harmful to the Interest of the Company" shall mean (a) accepting employment with or serving in any other capacity for any business entity that is in competition with the Company; (b) the breach of any of the covenants set forth in Section 12 above; -10-or (c) disclosing any trade secret or confidential information of the Company under circumstances that are injurious to the Company.

Forfeiture Events from Incentive Plan

Forfeiture Events. The Administrator may specify in an Award Agreement that the Participants rights, payments, and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture, or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events may include, but shall not be limited to, fraud, breach of a fiduciary duty, restatement of financial statements as a result of fraud or willful errors or omissions, termination of employment for cause, violation of material Company and/or Subsidiary policies, breach of non-competition, confidentiality, or other restrictive covenants that may apply to the Participant, or other conduct by the Participant that is detrimental to the business or reputation of the Company and/or its Subsidiaries.

Forfeiture Events from Restricted Stock Award Agreement

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

Forfeiture Events. Participant acknowledges and agrees that, (a) if Participants status as a Service Provider terminates for Cause (as defined herein), or (b) if Participants status as a Service Provider terminates by reason of a Voluntary Termination (as defined herein) and participant discloses any trade secret or confidential information of the Company under circumstances injurious to the Company within one (1) year after the Voluntary Termination, as determined by the Administrator, then, to the extent permitted by applicable law, (i) the Participant will (A) immediately forfeit any right the Shares of Restricted Stock issued under this Award Agreement, whether vested or unvested, and shall, within three (3) business days after receiving a written demand therefor from the Company, return and surrender to the Company for cancellation all Shares of Restricted Stock of the Company received by the Participant pursuant to this Award Agreement, and (B) immediately forfeit any right to, and shall, within three (3) business days after receiving a written demand therefor from the Company, pay to the Company a cash payment equal to the value of all proceeds received by Participant within six (6) months before or after the date of the termination of Participants status as a Service Provider from the sale of any Shares of the Restricted Stock originally acquired by Participant pursuant to this Award of Restricted Stock. For purposes of this provision, Cause shall mean (a) the unauthorized disclosure of any trade secret or confidential information of the Company; (b) the commission of any act of dishonesty, embezzlement or fraud; (c) the commission of any act of insubordination or willful violation of law or any policy of the Company; or (d) conviction of a felony, which in the determination of the Administrator, causes substantial injury and discredit to the Company. For purposes of this provision, Voluntary Termination shall mean, (a) with respect to an Employee, a termination of employment with the Company, or any Parent or Subsidiary, which is initiated voluntarily by the Employee, as determined in the sole discretion of the Administrator; provided, however, that a Voluntary Termination shall not include a termination of employment by reason of death, Disability or retirement from active service at or after age sixty-five (65) or a breach of any material obligation by the Company; (b) with respect to a Consultant, a cessation of services for the Company, or any Parent or Subsidiary, which is initiated voluntarily by the Consultant, as determined in the sole discretion of the Administrator; or (c) with respect to a Director, a resignation or other cessation of service as a member of the Board initiated voluntarily by the Director, as determined in the sole discretion of the Administrator.

Forfeiture Events from Restricted Stock Award Agreement

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

Forfeiture Events. Participant acknowledges and agrees that, (a) if Participants status as a Service Provider terminates for Cause (as defined herein), or (b) if Participants status as a Service Provider terminates by reason of a Voluntary Termination (as defined herein) and participant engages in Acts Harmful to the Interest of the Company (as defined herein) within one (1) year after the Voluntary Termination, as determined by the Administrator, then, to the extent permitted by applicable law, (i) the Participant will (A) immediately forfeit any right the Shares of Restricted Stock issued under this Award Agreement, whether vested or unvested, and shall, within three (3) business days after receiving a written demand therefor from the Company, return and surrender to the Company for cancellation all Shares of Restricted Stock of the Company received by the Participant pursuant to this Award Agreement, and (B) immediately forfeit any right to, and shall, within three (3) business days after receiving a written demand therefor from the Company, pay to the Company a cash payment equal to the value of all proceeds received by Participant within six (6) months before or after the date of the termination of Participants status as a Service Provider from the sale of any Shares of the Restricted Stock originally acquired by Participant pursuant to this Award of Restricted Stock. For purposes of this provision, Acts Harmful to the Interest of the Company shall mean (a) accepting employment with or serving in any other capacity for any business entity that is in competition with the Company; (b) soliciting, recruiting, or employing any employee of the Company for the benefit of another business entity that is not an affiliate (as defined in Rule 12b-2 of the Exchange Act) of the Company; (c) disclosing any trade secret or confidential information of the Company under circumstances that are injurious to the Company; or (d) disparagement of the Company or any affiliate (as defined in Rule 12b-2 of the Exchange Act) or their business, products, directors, officers or employees. For purposes of this provision, Cause shall mean (a) the unauthorized disclosure of any trade secret or confidential information of the Company; (b) the commission of any act of dishonesty, embezzlement or fraud; (c) the commission of any act of insubordination or willful violation of law or any policy of the Company; or (d) conviction of a felony, which in the determination of the Administrator, causes substantial injury and discredit to the Company. For purposes of this provision, Voluntary Termination shall mean, (a) with respect to an Employee, a termination of employment with the Company, or any Parent or Subsidiary, which is initiated voluntarily by the Employee, as determined in the sole discretion of the Administrator; provided, however, that a Voluntary Termination shall not include a termination of employment by reason of death, Disability or retirement from active service at or after age sixty-five (65) or a breach of any material obligation by the Company; (b) with respect to a Consultant, a cessation of services for the Company, or any Parent or Subsidiary, which is initiated voluntarily by the Consultant, as determined in the sole discretion of the Administrator; or (c) with respect to a Director, a resignation or other cessation of service as a member of the Board initiated voluntarily by the Director, as determined in the sole discretion of the Administrator.