UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

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Tyler Technologies, Inc.


(Name of Registrant as Specified In Its Charter)


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TYLER TECHNOLOGIES INC
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(Name of person(s) filing proxy statement, if other than the registrant)
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LOGO

(TYLER LOGO)
March 31, 2010
April 10, 2012

Dear Stockholder:

You are cordially invited to attend the annual meeting of stockholders of Tyler Technologies, Inc. to be held on Thursday, May 13, 2010,10, 2012, in Dallas, Texas at theThe Park City Club, 5956 Sherry Lane, Suite 1700,17th Floor, commencing at 9:30 a.m., local time. Details of the business to be conducted at the meeting are given in the attached Notice of Annual Meeting and Proxy Statement.

Whether or not you attend the annual meeting, it is important that your shares be represented and voted at the meeting. Therefore, I urge you to sign, date, and return the enclosed proxy or vote through the Internet at your earliest convenience. If you decide to attend the annual meeting, you will be able to vote in person, even if you have previously submitted your proxy.

On behalf of the Board of Directors, I would like to express our appreciation for your continued interest in the affairs of the Company.

Yours very truly,
JOHN M. YEAMAN
Chairman of the Board

 

Yours very truly,

/s/ JOHN M. YEAMAN

JOHN M. YEAMAN
Chairman of the Board


TYLER TECHNOLOGIES, INC.

5949 Sherry Lane, Suite 1400

Dallas, TX 75225

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held May 13, 2010

10, 2012

To the Stockholders of

TYLER TECHNOLOGIES, INC.:

The annual meeting of stockholders will be held in Dallas, Texas at theThe Park City Club, 5956 Sherry Lane, Suite 1700,17th Floor, at 9:30 a.m., local time. At the meeting, you will be asked to:

 (1)elect seven directors to serve until the next annual meeting or until their respective successors are duly elected and qualified;

 (2)consider and vote upon a proposal to adoptamend and restate the Tyler Technologies, Inc. 20102004 Employee Stock Option Plan;Purchase Plan (the “ESPP”), increasing the number of shares of our common stock subject to the ESPP by 1,000,000;

 (3)ratify the selection of Ernst & Young LLP as our independent auditors for fiscal year 2010;2012; and

 (4)transact such other business as may properly come before the meeting.

Only stockholders of record on March 19, 201016, 2012 may vote at the annual meeting. A list of those stockholders will be available for examination at our corporate headquarters, 5949 Sherry Lane, Suite 1400, Dallas, Texas 75225, from May 31 through May 13, 2010.

10, 2012.

Please date and sign the enclosed proxy card and return it promptly in the enclosed envelope or vote through the Internet as described on the enclosed proxy card.No postage is required if the proxy card is mailed in the United States. Your prompt response will reduce the time and expense of solicitation.

The enclosed 20092011 Annual Report does not form any part of the proxy solicitation material.

By Order of the Board of Directors

/s/ H. Lynn Moore, Jr.

H. Lynn Moore, Jr.
Executive Vice President,
General Counsel, and Secretary

Dallas, Texas
March 31, 2010

1April 10, 2012


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Other Compensation Topics

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3Appendix A – Tyler Technologies, Inc. 2004 Employee Stock Purchase Plan (Amended and Restated Effective June 1, 2012)


THE ANNUAL MEETING

General Information

The annual meeting will be held in Dallas, Texas at theThe Park City Club, 5956 Sherry Lane, Suite 1700,17th Floor, on Thursday, May 13, 2010,10, 2012, at 9:30 a.m., local time. At the annual meeting, you will be asked to consider and vote upon the following proposals:

Proposal One – Election of seven directors to serve until the next annual meeting or until their respective successors are duly elected and qualified;

Proposal One — Election of seven directors to serve until the next annual meeting or until their respective successors are duly elected and qualified;
Proposal Two — Adoption of the Tyler Technologies, Inc. 2010 Stock Option Plan; and
Proposal Three — Ratification of the selection of Ernst & Young LLP as our independent auditors for fiscal year 2010.

Proposal Two – Approval of the amendment and restatement of the ESPP (the “Amended ESPP) increasing the number of shares of common stock subject to issuance under the ESPP from 1,000,000 to 2,000,000; and

Proposal Three – Ratification of the selection of Ernst & Young LLP as our independent auditors for fiscal year 2012.

At the 2011 annual meeting, a majority of the votes cast by our stockholders were voted, on an advisory basis, in favor of holding future stockholder voting on executive compensation every three years. Our Board of Directors decided to follow our stockholders’ recommendation; therefore, an advisory vote on executive compensation will not be submitted to our stockholders until the 2014 annual meeting.

Only stockholders of record on March 19, 201016, 2012 are entitled to vote at the annual meeting. On March 19, 2010,16, 2012, we had 35,049,57030,084,000 shares of common stock issued and outstanding. Each stockholder will be entitled to one vote, in person or by proxy, for each share of common stock held in his or her name. A majority of our shares of common stock must be present, either in person or by proxy, to constitute a quorum for action at the annual meeting.

If your shares are held in “street name” (the name of a broker, bank, or other nominee), you have the right to direct your broker, bank, or nominee how to vote. If you do not provide voting instructions, under New York Stock Exchange rules, your broker, bank, or nominee may only vote your shares on “discretionary” items. Proposal Three regarding ratification of our independent auditors is considered a discretionary item and may be voted in the absence of instructions. Proposals One (election of directors) and Two (approval of the Amended ESPP) are, however, “non-discretionary” items. Your broker, bank, or nominee may not vote your shares on these non-discretionary items in the absence of voting instructions, which will result in “broker non-votes” with respect to your shares.

Abstentions and broker non-votes are counted for purposes of determining a quorum. Abstentions are counted in tabulating the votes cast on any proposal, but are not counted as votes either for or against a proposal. Broker non-votes are not counted as votes cast for purposes of determining whether a proposal has been approved.

This proxy statement and accompanying form of proxy are first being sent to stockholders on or about April 10, 2012.

Proxy Solicitation, Revocation, and Expense

The accompanying proxy is being solicited on behalf of the Board of Directors. Your shares will be voted at the annual meeting as you direct in the enclosed proxy or through the Internet, provided that the proxy is completed, signed, and returned to us prior to the annual meeting. No proxy can vote for more than seven nominees for director. If you return a proxy but fail to indicate how you wish your shares to be voted, then your shares will be voted in favor of each of the nominees for director.

After you sign and return your proxy, you may revoke it prior to the meeting either by (i) filing a written notice of revocation at our corporate headquarters, (ii) attending the annual meeting and voting your shares in person, or (iii) delivering to us another duly executed proxy that is dated after the initial proxy.

We will bear the expense of preparing, printing, and mailing the proxy solicitation material and the proxy. In addition to use of the mail, we may solicit proxies by personal interview or telephone by our directors, officers, and employees. We may also engage the services of a proxy solicitation firm to assist us in the solicitation of proxies. We estimate that the fee of any such firm will not exceed $10,000 plus reimbursement of reasonable out-of-pocket expenses. Arrangements may also be made with brokerage houses and other custodians, nominees, and fiduciaries for the forwarding of solicitation material to record stockholders, and we may reimburse them for their reasonable out-of-pocket expenses.

PROPOSALS FOR CONSIDERATION

Proposal One Election of Directors

At the annual meeting, you will be asked to elect a board of seven directors. The election of directors shall be determined by plurality vote.

The nominees for director are: Donald R. Brattain; J. Luther King, Jr.; John S. Marr, Jr.; G. Stuart Reeves; Michael D. Richards; Dustin R. Womble; and John M. Yeaman. Each of the nominees currently serves on our Board of Directors. For more information regarding these nominees and their qualifications, see “Tyler Management.” Each nominee has indicated that he is able and willing to serve as a director. If any of the nominees becomes unable to serve prior to the meeting, the persons named in the enclosed proxy will vote the shares covered by your executed proxy for a substitute nominee as selected by the Board of Directors. You may withhold authority to vote for any nominee by entering his name in the space provided on the proxy card.

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Our Board of Directors unanimously recommends that the stockholders voteFOR each of the nominees for director.

Proposal Two — Adoption– Approval of the Tyler Technologies, Inc. 2010 Stock Option PlanAmended ESPP

At the annual meeting, you will also be asked to consider and vote uponon a proposal to adoptapprove the Tyler Technologies, Inc. 2010 Stock Option Plan.Amended ESPP. The affirmative vote of holders of a majority of the voting power of the shares actually voted at the annual meeting is required to adoptapprove the 2010 Stock Option Plan.

Amended ESPP. If approved by the stockholders, the Amended ESPP will be effective on June 1, 2012. The number of shares of our common stock that are subject to the Stock Option Planfollowing is 5,000,000. The 2010 Stock Option Plan is intended to replace our 2000 Amended and Restated Stock Option Plan, which expires on May 12, 2010. The 2000 Stock Option Plan, as amended, authorized the issuance of a total of 11,000,000 shares of our common stock. The number of our shares subject to outstanding options under the 2000 Stock Option Plan is disclosed below.
     The purposesummary of the 2010 Stock Option Plan is to enable us to provide additional incentives to selected employees whose substantial contributions are important to our continued growth and profitability. The following summary does not contain allmajor terms of the information in the 2010 Stock Option Plan.Amended ESPP. A copy of the 2010 Stock Option PlanAmended ESPP is attached asAppendix A.
Purpose

Overview of the 2010 Stock Option Plan. Stock options are designedAmended ESPP

On May 6, 2004, our stockholders approved the adoption of the ESPP. On February 23, 2012, our Board of Directors approved, subject to strengthenstockholder approval, the Amended ESPP and the reservation of additional shares of common stock for issuance under the Amended ESPP.

The Amended ESPP is a broad-based plan intended to continue to encourage our employees to invest in our common stock. We believe that such an investment strengthens the commitment of selectedall our employees directors, and consultants, to motivate those individuals to perform their assigned responsibilities diligently and skillfully, and to attract and retain competent entrepreneurial-type management dedicated to our long-term growth and profitability. We believe this can best be accomplished by tying a portion of compensation to appreciation in the market value of our common stock so that the management and selected employees, non-employee directors, and consultants are rewarded only if the value of your investment in our common stock has appreciated.

Description of the 2010 Stock Option Plan. The 2010 Stock Option Plan is designed to permit the applicable administering committee to grant options to selected employees, directors, and consultants to purchase shares of our common stock. The plan, requires that the purchase price under each stock option will not be less than 100% of the fair market value of our common stock at the time of the grant of the option. (Under the 2000 Stock Option Plan, the administering committee had discretion in setting the exercise price for nonqualified options.) The fair market value per share is the reported closing price of our common stock on the New York Stock Exchange on the date of the grant of the option, or if no sale has been reported on such date, on the next preceding day or the last day prior to the date of grant when the sale was reported. The option period may not be more than ten years from the date the option is granted. Except with respect to options granted to officers and directors, the Executive Committee grants options to eligible individuals, determines the purchase price and option period at the time the option is granted, and administers and interprets the plan. The Compensation Committee grants options and administers the plan with respect to officers, and our Board of Directors, as a whole, grants options and administers the plan with respect to directors. Options may be exercised in annual installments as specified by the administering committee or, if applicable, our Board of Directors. All installments that become exercisable are cumulative and may be exercised at any time after they become exercisable until expiration of the option. The Stock Option Plan contains provisions governing any “Change in Control,” as defined therein, including accelerated vesting of options under certain circumstances.
     The exercise price of options is paid in cash or by check at the time of exercise or, if provided for in the option agreement and elected by the option holder, through one or more of the following methods: (1) a same-day sale arrangement between the option holder and a broker-dealer whereby the option holder authorizes the broker-dealer to sell a specified number of the shares of common stock to be acquired on the exercise of the option, having a then fair market value equal to the sum of the exercise price of the option, plus any transaction costs,conjunction with the remainder of the shares being delivered to the option holder; (2) a margin commitment from the option holder and a broker-dealer where the exercised shares are pledged as security for a loan from the broker-dealer in the amount of the exercise price, or (3) the tender of shares of our common stock, provided that such shares either (a) have been owned by the option holder for more than six months and have been “paid for” within the meaning of Rule 144

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promulgated under the Securities Act of 1933 or (b) were obtained by the option holder in the public market (“Qualifying Shares”). If the option is exercised by tendering Qualifying Shares, the number of shares tendered shall be determined by the fair market value per share on the date of the exercise, as determined by us. Shares of common stock deliverable upon exercise of the options may be transferred from treasury or issued from authorized but unissued shares.
     The 2010 Stock Option Plan will terminate on May 13, 2020, and no options may thereafter be granted under the plan. Our Board of Directors may amend, alter, or discontinue the plan, or any part thereof, at any time and for any reason. However, we will obtain stockholder approval for any amendment to the plan to the extent necessary and desirable to comply with applicable law. The administering committee may also make appropriate adjustments in the number of shares covered by the plan, the number of shares subject to outstanding options, and the option prices to reflect any stock dividend, stock split, share combination, or other recapitalization and, with respect to outstanding options and option prices, to reflect any merger, consolidation, reorganization, liquidation, or similar transaction.
     Incentive stock options and nonqualified stock options may be granted under the plan to our employees. Non-employee directors, as well as consultants, are eligible for the grant of nonqualified stock options. The maximum number of shares that may be subject to options granted to any one person under the plan during any calendar year may not exceed 1,000,000. The 2000 Stock Option Plan did not have any similar restrictions, except for limitations on grants of incentive stock options, which are also included in the 2010 Stock Option Plan as discussed below.
     Incentive stock options are options that meet the requirements of Section 422provisions of the Internal Revenue Code of 1986, as amended (the “Code”), achieves this goal by allowing our employees to purchase our common stock at an attractive price and nonqualifiedby creating incentives for them to hold such stock optionsas a long-term investment.

Currently, there are optionsonly 129,243 shares of common stock available for issuance under the ESPP, which expires on December 31, 2014. The proposed Amended ESPP increases the number of shares of common stock subject to the plan from 1,000,000 to 2,000,000 and eliminates the expiration date. The number of shares that do not meetinitially would be available for issuance under the Amended ESPP represents approximately 4% of our common stock currently outstanding. The Amended ESPP would terminate at the earlier of (1) its termination by our Board of Directors or (2) the date on which all shares of our common stock available for issuance under the ESPP have been issued.

The increase in the number of authorized shares and the elimination of a fixed term (which was ten years in the original ESPP) are the principal changes reflected in the Amended ESPP.

Administration

The Amended ESPP is administered by the Board of Directors. The Board has the power, subject to the provisions of the plan, to determine when and how rights to purchase our common stock will be granted, the provisions of each offering of purchase rights, and whether any parent or subsidiary corporation of the Company will be eligible to participate in the ESPP. The Board is authorized to delegate administration of the plan to a committee designated by the Board.

Eligibility and Employee Contributions

The Amended ESPP, if approved by the stockholders, is intended to satisfy the requirements of Section 422423 of the Code. The plan will allow all of our employees, and employees of any subsidiary corporations that participate in the plan, who have been employed for at least six months, and who are customarily employed for more than 20 hours per week, to authorize after-tax payroll deductions at any whole percentage rate from 1% to 15% of cash compensation paid during an offering period (regular base wages or salary and overtime pay, in each case before deduction for pre-tax contributions to a plan governed by Sections 401(k) or 125 of the Code) to be applied toward the purchase of our common stock. It is expected that employees of any non-U.S. subsidiaries will not be eligible to participate in the plan. As of March 16, 2012, there were approximately 2,115 employees eligible to participate in the plan.

Offerings

The Amended ESPP is implemented through sequential offerings, each of which is referred to as an “offering,” the terms of which are referred to as “offering periods.” Separate three-month offerings commence on January 1, April 1, July 1, and October 1 of each year, unless the Board of Directors otherwise determines. An employee must authorize a payroll deduction before the start of an offering in order to participate in that offering. On the last business day of the offering, the employee will be deemed to have exercised the right to purchase as many shares as the employee’s payroll deduction will allow at the purchase price. The purchase price will be established by our Board of Directors; provided, however, that the purchase price will not be less than 85% of the fair market value of our common stock as reported on the New York Stock Exchange on the last business day of the offering. Unless otherwise provided by our Board of Directors prior to the commencement of an offering period, the purchase price for that offering period will be 85% of the fair market value as of the purchase date. Fractional shares will not be purchased; instead, excess funds will be refunded to the employee or retained in the employee’s plan account to be applied toward the purchase of shares of our common stock in the subsequent offering.

No incentiveemployee may purchase more than 750 shares of stock option, however, mayduring any single offering. In addition, an employee will not be grantedpermitted to purchase any shares under the Stock Option Plan toAmended ESPP if the employee, immediately after the purchase, would own shares possessing 5% or more of the total combined voting power or value of our common stock. The fair market value of all shares purchased by an employee who owns more than 10% ofunder the voting power of all classes of securities unless the option priceplan during any calendar year may not exceed $25,000, which is at least 110% ofbased on the fair market value of our common stock at the datebeginning of granteach offering period, and the option iswe may in our discretion suspend an employee’s payroll deductions to avoid accumulating amounts in excess of this limit.

Employees may not exercisable more than five yearssell any shares purchased for a period of at least 180 days after it is granted. There is no limit on the fair market value of incentive stock options that may be granted to an employee in any calendar year, but no employee may be granted incentive stock options that first become exercisable during a calendar year for the purchase, of stock with an aggregate fair market value (determined asunless the employee is terminated during this holding period. All shares purchased under the Amended ESPP must be held in designated accounts during this holding period. Employees will be responsible for all commissions related to future sales. Employees must notify us of the date and terms of grantany actual sale that occurs within two years of each option)the beginning of the offering period in excesswhich the shares were acquired.

Withdrawal

An employee may withdraw at any time prior to two weeks before the last day of $100,000. An incentive stock option (or an installment thereof) counts against the annual limitation onlyoffering period. Upon withdrawal, the amount in the year it first becomes exercisable.

     The applicable administering committeeemployee’s account will be refunded to the employee without interest. An employee may providesuspend participation in an offering at any time before the two-week period ending on the last day of the offering period by reducing his or her payroll deduction percentage election to 0% for the terminationremainder of optionsthe offering. In such a case, the amount accumulated in casethe employee’s account prior to the suspension is not refunded, but is used to purchase shares as described above. An employee who has withdrawn from or suspended participation in an offering may not again participate in the plan until the next offering commences.

Termination of termination ofEmployment

Generally, if a participant’s employment directorship, consultant relationship, dishonesty,terminates for any reason (including death, disability, or any other reason the administering committee determines. If an option expireschange in

status) prior to a purchase date, his or terminates before it has been exercised in full, then theher right to purchase shares of common stock allocable tounder the unexercised portionplan, including during the current offering period, will immediately terminate and all of that option may become subject to future grants of options. Upon termination of the employment, directorship, or consultant relationship of an option holder, his or her option is exercisable after terminationpayroll deductions for offering period in which the purchase right terminates will be refunded as soon as practicable. A terminated participant may again become eligible to the extent providedparticipate in the option agreement. The option then terminates. Under the 2000 Stock Option Plan, this exercisability period was set at 30 days after termination. Ifplan if he or she returns to active service as an option holder dies or becomes disabled before the termination of his right to exercise his or her option, the legal representatives of the estate, or the option holder in the event of his disability, may also exercise his or her option to the extent provided in the option agreement. Under the 2000 Stock Option Plan, this exercisability period was set at the first to occur of the date of expiration of the option period or one year from the date of the option holder’s death or disability. The option may be exercised only as to those shares the option holder could have purchasedeligible employee.

Restrictions on Transfer

Purchase rights granted under the option on the date of death, disability, or other termination. Options mayAmended ESPP are not be transferredtransferable other than by will or the laws of descent and distribution and shall be exercisable during the lifetime of a participant only by the option holder,participant.

Amendment and Termination

Our Board of Directors may at any time amend or terminate the Amended ESPP, provided that no employee’s existing rights under any offering already commenced may be exercised only by him.

adversely affected thereby. Any amendment will be consistent with applicable law, including first obtaining the prior approval of our stockholders if the amendment would increase the number of shares reserved for issuance under the plan or materially modify the eligibility requirements. The Amended ESPP will terminate at the discretion of our Board of Directors or in the event all shares reserved for issuance under the plan have been purchased, whichever occurs first.

Federal Income Tax StatusConsequences Relating to the Amended ESPP

The Amended ESPP is intended to qualify under the provisions of Options. An option holder has no taxable income,Section 421 and Section 423 of the Code. Under the Code, we are not entitleddeemed to grant employee participants in the plan an “option” on the first day of each offering period to purchase as many shares of common stock as the employee will be able to purchase with the payroll deductions credited to his or her account during the offering period. Accordingly, for purposes of this tax consequences discussion, we refer to “options” and related terms. On the last day of each offering period, the purchase price is determined and the employee is deemed to have exercised the “option” and purchased the number of shares his or her accumulated payroll deductions will purchase at the purchase price, subject to the limitations of the plan. No income will be taxable to a deduction,participant at the time of the grant of an option. All stock options that qualifythe option or purchase of shares. However, a participant may become liable for tax upon dispositions of shares acquired under the rulesplan, and the tax consequences will depend on how long a participant has held the shares prior to disposition.

If the shares are disposed of Section 422 of the Code will be entitled to “incentive stock option” treatment. To receive incentive stock option treatment, an option holder must not dispose of the acquired stock within(1) at least two years after the option is granteddate of the beginning of the offering period and within(2) at least one year after the exercise. In addition,stock is purchased in accordance with the individual must have been an employee for the entire time from the date of granting the option until three months (one yearplan (or, if the employee is disabled) beforedies while holding the dateshares), the following tax consequences will apply. The lesser of (a) the excess of fair market value of the exercise. The requirements thatshares at the individual be an employee andtime of such disposition over the two-year and one-year holding periods are waived in the case of deathpurchase price of the employee. If all such requirements are met, then any gain upon sale ofshares (the “option price”), or (b) the stock will be entitled to capital gain treatment. The employee’s gain on exercise (the excess of the fair market value of the shares at the time of exercisethe option was granted over the exercise price) of an incentive stock option is a tax preference item and, accordingly, is included in the computation

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of alternative minimum taxable income, even though it is not included in taxable income for purposes of determining regular tax liability of an employee. Consequently, an option holder may be obligated to pay alternative minimum tax in the year he or she exercises an incentive stock option.
     If an employee does not meet the two-year and one-year holding requirements (a “disqualifying disposition”), then taxprice will be imposed at the time of sale of the stock. In such event, the employee’s gain on exercise of the incentive stock option will be compensation to him taxed as ordinary income rather thanto the participant. Any further gain upon disposition generally will be taxed at long-term capital gain rates. If the shares are sold and the sales price is less than the option price, there is no ordinary income and the participant has a long-term capital loss equal to the extentdifference. If a participant holds the shares for the holding periods described above, we will not be allowed a federal income tax deduction for the amount determined to be ordinary income to the participant.

If the shares are sold or disposed of (including by way of gift) before the expiration of either the two-year or one-year holding periods described above, the following tax consequences will apply. The amount by which the fair market value of the acquired common stockshares on the date the option is exercised (i.e., the last business day of the offering period or the “termination date”) exceeds the option price will be taxed as ordinary income to the participant. This excess will constitute ordinary income in the year of the sale or other disposition even if no gain is realized on the sale or a gratuitous transfer of the shares is made. The balance of any gain will be taxed as a capital gain and will qualify for long-term capital gain treatment if the shares have been held for more than one year following the exercise of the incentive stock option exceeds the aggregate exercise price paid for that common stock, and we will be entitled to a corresponding deduction at the time of sale.option. If the shares are sold for an amount realized on the disqualifying disposition is less than their fair market value as of the termination date, the participant recognizes ordinary income equal to the excess of the fair market value of the common stockshares as of the termination date over the exercise price, and the participant may recognize a capital loss equal to the difference between the sales price and the value of such shares on the datetermination date. In the event of an early disposition, we will be allowed a deduction for federal income tax purposes equal to the ordinary income realized by the disposing employee.

Currently, we are not required to withhold employment or income taxes upon the exercise of the incentive stock option,options under the total amount includable in the option holder’s gross income, and the amount deductible by us, will equal the excessplan pursuant to Section 423 of the amount realized on the disqualifying disposition over the exercise price.

     An option holder, upon exercise of a nonqualified stock option that does not qualify as an incentive stock option, recognizes ordinary income in an amount equal to the gain on exercise. The exercise of a nonqualified stock option entitles us to a tax deduction in the same amount as is includable in the income of the option holder for the year in which the exercise occurred. Any gain or loss realized by an option holder on subsequent disposition of shares generally is a capital gain or loss and does not result in any tax deduction to us.
     Different tax consequences may result from stock-for-stock exercises of options.
Code.

THE FOREGOING SUMMARY OF THE EFFECT OF THE FEDERAL INCOME TAX UPON PARTICIPANTS IN THE 2010 STOCK OPTION PLANAMENDED ESPP DOES NOT PURPORT TO BE COMPLETE, AND IT IS RECOMMENDED THAT THE PARTICIPANTS CONSULT THEIR OWN TAX ADVISORS FOR COUNSELING. MOREOVER, THE FOREGOING SUMMARY IS BASED UPON PRESENT FEDERAL INCOME TAX LAWS AND IS SUBJECT TO CHANGE. THE TAX TREATMENT UNDER FOREIGN, STATE, OR LOCAL LAW IS NOT COVERED IN THIS SUMMARY.

Other Equity Compensation Plans. The following table summarizes certain information related

New Plan Benefits

Because the number of shares that may be purchased under the Amended ESPP will depend on each employee’s voluntary election to participate and on the fair market value of our 2000 Stock Option Plancommon stock at various future dates, the actual number of shares that may be purchased by any employee, including our executive officers, cannot be determined in advance. In addition, the number of shares that any executive officer may purchase is, as discussed above, subject to the limitation of 750 shares in any single offering and the calendar-year limitation of $25,000 in fair market value. No shares of our Employee Stock Purchase Plan (“ESPP”). There are no warrants or rights relatedcommon stock have been issued with respect to our equity compensation plans asthe additional 1,000,000 shares reserved for issuance subject to stockholder approval of December 31, 2009.

             
          Number of securities remaining 
  Number of securities to be  Weighted average  available for future issuance 
  issued upon exercise of  exercise price of  under equity compensation 
  outstanding options,  outstanding  plans (excluding securities 
  warrants and rights as of  options, warrants  reflected in initial column as of 
Plan Category December 31, 2009  and rights  December 31, 2009) 
Equity compensation plans approved by security shareholders:            
Stock options  5,703,430  $11.12   176,378 
ESPP  25,072   16.92   341,306 
Equity compensation plans not approved by security shareholders         
           
 
   5,728,502  $11.15   517,684 
           
the Amended ESPP pursuant to this proposal.

Our Board of Directors unanimously recommends that the stockholders voteFOR the amendment toapproval of the 2010 Stock Option Plan.Amended ESPP.

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Proposal Three Ratification of Ernst & Young LLP as Our Independent Auditors for Fiscal Year 20102012

The Audit Committee has selected Ernst & Young LLP, independent registered public accounting firm, as our independent auditors for fiscal year 2010,2012, subject to ratification by the stockholders. The affirmative vote of holders of a majority of the voting power of the shares actually voted at the annual meeting is required to ratify Ernst & Young LLP as our independent auditors for fiscal year 2010.

2012.

Ernst & Young LLP served as our independent auditors for fiscal years 20092011 and 2008.2010. A representative of Ernst & Young LLP is expected to be present at the annual meeting. That representative will have an opportunity to make a statement, if desired, and will be available to respond to appropriate questions.

Ernst & Young’sYoung's fees for all professional services during each of the last two fiscal years were as follows:

         
  2009  2008 
Audit Fees $1,129,000  $1,095,000 
Audit Related Fees  18,000   63,000 
Tax Fees  29,000   19,000 
       
Total $1,176,000  $1,177,000 

   2011   2010 

Audit Fees

  $971,000    $1,054,000  

Audit Related Fees

   32,000     25,000  

Tax Fees

   70,000     44,000  
  

 

 

   

 

 

 

Total

  $1,073,000    $1,123,000  

Audit Fees. Fees for audit services include fees associated with the annual audit, the review of our interim financial statements, and the auditor’s opinions related to internal control over financial reporting required by Section 404 of the Sarbanes-Oxley Act.

Audit-Related Fees. Fees for audit-related services generally include fees for accounting consultations and Securities and Exchange Commission (“SEC”) filings.

Tax Fees. Fees for tax services include fees for tax consulting and tax compliance.

All Other Fees. We did not engage Ernst & Young LLP for any other services in 20092011 or 2008.

2010.

The Audit Committee approved all of the independent auditor engagements and fees presented above. Our Audit Committee Charter requires that the Audit Committee pre-approve all audit and non-audit services provided to us by our independent auditors. All such services performed in 20092011 were pre-approved by the Audit Committee. For more information on these policies and procedures, see “Board of Directors and Corporate Governance Principles Pre-Approval Policies and Procedures for Audit and Non-Audit Services.”

Our Board of Directors unanimously recommends that the stockholders voteFOR the ratification of Ernst & Young LLP as our independent auditors for fiscal year 2010.2012.

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TYLER MANAGEMENT

Directors, Nominees for Director, and Executive Officers

Below is a brief description of our directors, nominees for director, and executive officers. Each director holds office until our next annual meeting or until his successor is elected and qualified. Executive officers are elected annually by the Board of Directors and hold office until the next annual board meeting or until their successors are elected and qualified.

Name / Age

  

Present Position

 

Served Since

   
Name / AgePresent PositionServed Since

John M. Yeaman, 6971

  

Chairman of the Board

Director

 

2004

1999

 

John S. Marr, Jr., 52

President and Chief Executive Officer

Director

2004

2002

Donald R. Brattain, 71

  Director 1999
John S. Marr, Jr., 502004 President and Chief Executive Officer2004

J. Luther King, Jr., 72

  Director 20022004 
Donald R. Brattain, 69

G. Stuart Reeves, 72

  Director 20042001 
Luther King, Jr., 70

Michael D. Richards, 61

  Director 2004
G. Stuart Reeves, 702002 Director2001
Michael D. Richards, 59Director2002

Dustin R. Womble, 5052

  Executive Vice President 2003 
  Director 2005 

Brian K. Miller, 5153

  Executive Vice President 2008 
  Chief Financial Officer 2005 
  Treasurer 1997 

H. Lynn Moore, Jr., 4244

  Executive Vice President 2008 
  Secretary 2000 
  General Counsel 1998 

Business Experience of Directors, Nominees for Director, and Executive Officers

John M. Yeamanhas served as Chairman of the Board since July 2004. From April 2002 until July 2004, Mr. Yeaman served as President and Chief Executive Officer; from March 2000 until April 2002, he served as President and Co-Chief Executive Officer; and from December 1998 until March 2000, he was President and Chief Executive Officer. Mr. Yeaman was elected to our Board of Directors in February 1999. Mr. Yeaman also serves as Chairman of the Executive Committee. From 1980 until 1998, Mr. Yeaman was associated with Electronic Data Systems Corporation (“EDS”). Mr. Yeaman began his career with Eastman Kodak Company. Mr. Yeaman also serves on the Board of Directors of Park Cities Bank in Dallas, Texas.

John S. Marr, Jr.has served as President and Chief Executive Officer since July 2004. From July 2003 until July 2004, Mr. Marr served as Chief Operating Officer. Mr. Marr has served on our Board of Directors since May 2002 and is currently a member of the Executive Committee. Mr. Marr also served as President of MUNIS, Inc. (“MUNIS”) from 1994 until July 2004. Mr. Marr began his career in 1983 with MUNIS, a provider of a wide range of software products and related services for county and city governments, schools, and not-for-profit organizations, with a focus on integrated financial systems. We acquired MUNIS in 1999. Mr. Marr also serves on the Board of Directors of Mercy Hospital in Portland, Maine.

Donald R. Brattainhas served as a director since 2004. Mr. Brattain also serves as Chairman of the Audit Committee and is a member of the Nominating and Governance Committee. Since 1985, Mr. Brattain has served as President of Brattain & Associates, LLC, a private investment company founded by Mr. Brattain in 1985 and located in Minneapolis, Minnesota. From 1981 until 1988, Mr. Brattain purchased and operated Barefoot Grass Lawn Service Company, a company that grew from $3.2 million in sales to over $100 million in sales and was sold to ServiceMaster, Ltd. in 1998.

J. Luther King, Jr.has served as a director since 2004. Mr. King also serves on the Audit Committee and the Compensation Committee. Mr. King is the Chief Executive Officer and President of Luther King Capital Management, (“LKCM”), a registered investment advisory firm that he founded in 1979. Mr. King also serves as a director and a member of the Audit Committee of Encore Energy Partners GP, LLC. In addition, Mr. King serves as

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a director onin leadership positions with various private and non-profit entities and foundations, including Chairman of the Board of Trustees of Texas Christian University Advisory Committee(member of theBoard of Trustees), Employees Retirement System of Texas Trustee(member of Investment Advisory Committee), and LKCM Funds and director of Hunt Forest Products, Inc.(trustee). Mr. King has a Bachelor of Science degree and a Masters of Business Administration from Texas Christian University, and he is also a Chartered Financial Analyst.

G. Stuart Reeveshas served on our Board of Directors since June 2001. Mr. Reeves also serves as Chairman of the Nominating and Governance Committee and is a member of the Audit Committee and the Compensation Committee. From 1967 to 1999, Mr. Reeves worked for EDS, a professional services company that offers its clients a portfolio of related systems worldwide within the broad categories of systems and technology services, business process management, management consulting, and electronic business.company. During his 32 years of service with EDS, Mr. Reeves held a variety of positions, including the following: Executive Vice President, North and South America, from 1996 to 1999;America; Senior Vice President, Europe, Middle East, and Africa, from 1990 to 1996;Africa; Senior Vice President, Government Services Group, from 1988 to 1990;Group; Corporate Vice President, Human Resources, from 1984 to 1988;Resources; Corporate Vice President, Financial Services Division, from 1979 to 1984;Division; Project Sales Team Manager, from 1974 to 1979;Manager; and Systems Engineer and Sales Executive, from 1967 to 1974. Mr. Reeves also served on the EDS Board of Directors from 1988 until 1996.Executive. Mr. Reeves retired from EDS in 1999. Mr. Reeves serves on the Board of Directors of Park Cities Bank in Dallas, Texas. Mr. Reeves has Bachelor of Science and Master of Science degrees in Mathematics from Oklahoma State University.

Michael D. Richardshas served on our Board of Directors since May 2002. Mr. Richards also serves as Chairman of the Compensation Committee and is a member of the Nominating and Governance Committee. Mr. Richards is Executive Vice PresidentChief Operating Officer of Republic Title of Texas, Inc. From September 2000 until September 2005, Mr. Richards served as Chairman and Chief Executive Officer of Suburban Title, LLC d/b/a Reunion Title, an independent title insurance agency founded by Mr. Richards in September 2000 and which he sold to Republic Title in September 2005. From 1989 until September 2000, Mr. Richards served as President and Chief Executive Officer of American Title Company, Dallas, Texas, an affiliate of American Title Group, Inc., one of the largest title insurance underwriters in Texas during that time. From 1982 until 1989, Mr. Richards held various management positions with Hexter-Fair Title Company, Dallas, Texas, including President from 1988 until 1989. From 1974 until 1982, Mr. Richards worked for Stewart Title Guaranty Company, Dallas, Texas, during which time he held several key management positions including serving on its Board of Directors. Mr. Richards holds several positions with various associations, some of which include: Greater Dallas Chamber of Commerce, member of the Economic Development Advisory Council; Leukemia Society of America, Advisory Board Member; Greater Dallas Association of Realtors, Board Member; Home Builders Association, Board Member; and member of the executive committee of the Texas Stampede.

Dustin R. Womblehas been Executive Vice President in charge of corporate-wide product strategy Chief Executive Officer of both our Courts and Justice division and our Local Government division since July 2006 and2006. He is currently a member of the Executive Committee. From July 2003 to June 2006, Mr. Womble was Executive Vice President in charge of corporate-wide product strategy and President of our Local Government division.Division. Mr. Womble founded and previously served as President of our Local Government Division (formerly INCODE) division from 1998, when we acquired the Local Government division,INCODE, to July 2003.

Brian K. Millerhas been Executive Vice President Chief Financial Officer and Treasurer since February 2008. From May 2005 until February 2008, Mr. Miller served as Senior Vice President Chief Financial Officer and Treasurer. He previously served as Vice President Finance and Treasurer from May 1999 to April 2005 and was Vice President Chief Accounting Officer and Treasurer from December 1997 to April 1999. From June 1986 through December 1997, Mr. Miller held various senior financial management positions at Metro Airlines, Inc. (“Metro”), a publicly-held regional airline holding company operating as American Eagle. Mr. Miller was Chief Financial Officer of Metro from May 1991 to December 1997 and also held the office of President of Metro from January 1993 to December 1997. Mr. Miller is a certified public accountant.

H. Lynn Moore, Jr.has been General Counsel since September 1998, and has been Secretary since October 2000, and Executive Vice President since February 2008. He previously served as Vice President from October 2000 until February 2008. From August 1992 to August 1998, Mr. Moore was associated with the law firm of Hughes & Luce, L.L.P. in Dallas, Texas where he represented numerous publicly-held and privately-owned entities in various corporate and securities, finance, litigation, and other legal related matters. Mr.  Moore is a member of the State Bar of Texas.

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Board Diversity and Nominee Qualifications

Our Corporate Governance Guidelines include the criteria our Board of Directors believes are important in the selection of director nominees, which includes the following qualifications:

sound personal and professional integrity;

sound personal and professional integrity;
an inquiring and independent mind;
practical wisdom and mature judgment;
broad training and experience at the policy-making level of business, finance and accounting, government, education, or technology;
expertise that is useful to Tyler and complementary to the background and experience of other board members, so that an optimal balance of board members can be achieved and maintained;
willingness to devote the required time to carrying out the duties and responsibilities of board membership;
commitment to serve on the board for several years to develop knowledge about our business;
willingness to represent the best interests of all stockholders and objectively appraise management performance; and
involvement only in activities or interests that do not conflict with the director’s responsibilities to Tyler or our stockholders.

an inquiring and independent mind;

practical wisdom and mature judgment;

broad training and experience at the policy-making level of business, finance and accounting, government, education, or technology;

expertise that is useful to Tyler and complementary to the background and experience of other board members, so that an optimal balance of board members can be achieved and maintained;

willingness to devote the required time to carrying out the duties and responsibilities of board membership;

commitment to serve on the board for several years to develop knowledge about our business;

willingness to represent the best interests of all stockholders and objectively appraise management performance; and

involvement only in activities or interests that do not conflict with the director’s responsibilities to Tyler or our stockholders.

In identifying nominees for director, the Board of Directors focuses on ensuring that it reflects a diversity of experiences and backgrounds that will complement our business and enhance the function of the Board. The Board prefers a mix of background and experience among its members. The Board has not adopted a formal policy with respect to its consideration of diversity and does not follow any ratio or formula to determine the appropriate mix; rather, it uses its judgment to identify nominees whose backgrounds, attributes, and experiences, taken as a whole, will contribute to the high standards of board service. Our Board of Directors is composed of seven individuals, consisting of four independent directors and three employee directors. We believe the mix of outside experience from our independent directors coupled with the specific industry experience of our employee directors provides an appropriate diversity of experience to effectively manage our business. In addition, each independent director has extensive chief executive officer experience with businesses of varying size in various industries. Some independent directors have direct public company experience, while others have smaller, private company experience. Each director has valuable experience in building and sustaining a successful business enterprise.

The Nominating and Governance Committee believes that the above-mentioned attributes, along with the leadership skills and other experiences of its board members described below, provide us with the perspectives and judgment necessary to guide our strategies and monitor their execution:

Donald R. Brattain:Brattain    Private investment management experience as President of Brattain & Associates, LLC
    Executive and entrepreneurial experience in growth of a small business enterprise from $3.2 million in sales to over $100 million in sales
J. Luther King, Jr.:    Executive equity management experience as founder of Luther King Capital Management, a registered investment advisory firm
    Outside board experience as a past director of Encore Energy Partners GP, LLC and other institutions
    Experience as a university trustee
G. Stuart Reeves  
  Extensive public company leadership experience with 32 years of service at EDS in various senior level capacities
    Outside board experience as a former director of EDS and current director of Park Cities Bank
Michael D. Richards    Executive and entrepreneurial experience as founder of Suburban Title LLC
    Outside board and advisory council service with various entities, including the Greater Dallas Chamber of Commerce

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John S. Marr, Jr.    Chief Executive Officer of Tyler since 2004
    Over 2728 years of specific industry experience, including chief executive experience with MUNIS, Inc., which Tyler acquired in 1999
    Outside board experience as a former director of Mercy Hospital in Portland, Maine
Dustin R. Womble    Senior-level executive experience at Tyler since 2003
    Over 2930 years of specific industry experience as founder of INCODE, Inc., which Tyler acquired in 1998
John M. Yeaman    President of Tyler from 1998 through 2004
    Over 1819 years of public company executive experience at EDS

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE PRINCIPLES

General Information

Our Board of Directors is responsible for supervision of the overall affairs of Tyler. To assist it in carrying out its duties, the Board has delegated certain authority to several committees. See “Board of Directors and Corporate Governance Principles Committees and Meetings of the Board of Directors.” Following the Annual Meetingannual meeting in 2010,2012, the Board will continue to consist of seven directors, including four independent directors.

Corporate Governance Guidelines

Our Board of Directors has adopted a number of corporate governance guidelines, including the following:

Independence Standards, which determine the independence of our non-employee directors. These standards are consistent with the independence standards set forth in Rule 303A.02 of the New York Stock Exchange Listed Company Manual. The Independence Standards are included as an exhibit to our Audit Committee Charter.

Independence Standards, which determine the independence of our non-employee directors. These standards are consistent with the independence standards set forth in Rule 303A.02(b) of the New York Stock Exchange Listed Company Manual. The Independence Standards are included as an exhibit to our Audit Committee Charter.
Corporate Governance Guidelines, which include, among other things:

Corporate Governance Guidelines, which include, among other things:

annual submission of independent auditors to stockholders for approval;
formation of a Nominating and Governance Committee to be comprised solely of independent directors;
prohibition of stock option re-pricing;
formalization of the ability of independent directors to retain outside advisors;
performance of periodic formal board evaluation; and
limitation on the number of additional public company boards on which a director may serve to a maximum of four.

annual submission of independent auditors to stockholders for approval;

formation of a Nominating and Governance Committee to be comprised solely of independent directors;

prohibition of stock option re-pricing;

formalization of the ability of independent directors to retain outside advisors;

performance of periodic formal Board evaluation; and

limitation on the number of additional public company boards on which a director may serve to a maximum of four.

A copy of our Corporate Governance Guidelines may be found on our Website, www.tylertech.com.

An Audit Committee Charter, which requires, among other things, that the committee be comprised solely of independent directors (as set forth in the Independence Standards), at least one of whom will qualify as an “audit committee financial expert” as set forth in Item 401(h) of the SEC’s Regulation S-K. A copy of our Audit Committee Charter may be found on our Website, www.tylertech.com.
A Compensation Committee Charter, which requires, among other things, that the committee be comprised solely of independent directors and sets forth the guidelines for determining executive compensation. A copy of our Compensation Committee Charter may be found on our Website, www.tylertech.com.

An Audit Committee Charter, which requires, among other things, that the committee be comprised solely of independent directors (as set forth in the Independence Standards), at least one of whom will qualify as an “audit committee financial expert” as set forth in Item 401(h) of the SEC’s Regulation S-K. A copy of our Audit Committee Charter may be found on our Website, www.tylertech.com.

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A Compensation Committee Charter, which requires, among other things, that the committee be comprised solely of independent directors and sets forth the guidelines for determining executive compensation. A copy of our Compensation Committee Charter may be found on our Website, www.tylertech.com.


A Nominating and Governance Committee Charter, which requires, among other things, that the committee be comprised of at least three independent directors who are responsible for recommending candidates for election to the Board of Directors. A copy of our Nominating and Governance Committee Charter may be found on our Website, www.tylertech.com.

A Nominating and Governance Committee Charter, which requires, among other things, that the committee be comprised of at least three independent directors who are responsible for recommending candidates for election to the Board of Directors. A copy of our Nominating and Governance Committee Charter may be found on our Website, www.tylertech.com.
Code of Business Conduct and Ethics

Our Board of Directors has adopted a Code of Business Conduct and Ethics, which applies to all of our directors, executive officers (including, without limitation, the chief executive officer, chief financial officer, principal accounting officer, and controller), and employees. The purpose of the Code of Business Conduct and Ethics is to promote:

honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
full, fair, accurate, timely, and understandable disclosure in our public communications and reports filed with the SEC;
compliance with applicable governmental laws, rules, and regulations;
prompt internal reporting of violations of the policy to the appropriate persons designated therein, including anonymous “whistleblower” provisions; and
accountability for adherence to the policy.

full, fair, accurate, timely, and understandable disclosure in our public communications and reports filed with the SEC;

compliance with applicable governmental laws, rules, and regulations;

prompt internal reporting of violations of the policy to the appropriate persons designated therein, including anonymous “whistleblower” provisions; and

accountability for adherence to the policy.

A copy of our Code of Business Conduct and Ethics may be found on our Website, www.tylertech.com,, or will be furnished, without charge, upon written request at our principal executive offices. Any future amendments or waivers related to our Code of Business Conduct and Ethics will be promptly posted on our Website.

Board Independence

Our Board of Directors has determined, after considering all of the relevant facts and circumstances, that each of the non-employee directors standing for re-election as director (Messrs. Brattain, King, Reeves, and Richards) has no material relationship with us (either directly or as a partner, shareholder,stockholder, or officer of an organization that has a relationship with us) and is “independent” within the meaning of our Independence Standards described above and the New York Stock Exchange director independence standards, as currently in effect and as may be changed from time to time. As a result, if each of the nominees for director is elected at the annual meeting, our Board of Directors will be comprised of a majority of “independent” directors as required by the New York Stock Exchange. Furthermore, our Board of Directors has determined that each of the members of the Audit Committee, Compensation Committee, and Nominating and Governance Committee has no material relationship with us (either directly or as a partner, shareholder,stockholder, or officer of an organization that has a relationship with us) and is “independent” within the meaning of our Independence Standards.

Committees and Meetings of the Board of Directors

Our Board of Directors has the following four standing committees: Audit Committee; Compensation Committee; Nominating and Governance Committee; and Executive Committee. Each committee (other than the Executive Committee) has a written charter, which canmay be found at our Website, www.tylertech.com.www.tylertech.com. Each board member participated in at least 75% of all board and committee meetings held during the portion of 20092011 that he served as a director and/or committee member.

During 2009,2011, our Board of Directors held fourfive meetings. In addition, our Board of Directors has established a policy under which our non-management members will meet at regularly scheduled (and in any event at least twice per fiscal year) executive sessions without management present and with Mr. Reeves presiding over such meetings.

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The table below provides current membership and 20092011 meeting information for each of the committees:

Nominating and

Name

  Audit  Compensation  Nominating and
Governance
  Executive
Mr.

Donald R. Brattain

  ChairChairman    X  
Mr.

J. Luther King, Jr.

  X  X

G. Stuart Reeves

  X  X  Chairman  

Michael D. Richards

    
Mr. ReevesChairman  X  

John S. Marr, Jr.

  X

Dustin R. Womble

  Chairman    
Mr. RichardsChairman  X

John M. Yeaman

    
Mr. Marr, Jr.  X
Mr. WombleX
Mr. Yeaman  Chairman

Total Meetings in 20092011

  fiveFour  twoOne  oneOne  Periodically

Below is a description of each committee. Each committee has authority to engage legal counsel or other advisors or consultants as it deems appropriate to carry out its responsibilities.

Audit CommitteeCommittee..The Audit Committee assists the Board of Directors in its oversight of the quality and integrity of our accounting, auditing, and reporting practices. The Audit Committee’s role includes:

considering the independence of our independent auditors before we engage them;

considering the independence of our independent auditors before we engage them;
reviewing with the independent auditors the fee, scope, and timing of the audit;
reviewing the completed audit with the independent auditors regarding any significant accounting adjustments, recommendations for improving internal controls, appropriateness of accounting policies, appropriateness of accounting and disclosure decisions with respect to significant unusual transactions or material obligations, and significant findings during the audit;
performing of periodic formal committee evaluations;
reviewing our financial statements and related regulatory filings with management and the independent auditors; and
meeting periodically with management and/or internal audit to discuss internal accounting and financial controls.

reviewing with the independent auditors the fee, scope, and timing of the audit;

reviewing the completed audit with the independent auditors regarding any significant accounting adjustments, recommendations for improving internal controls, appropriateness of accounting policies, appropriateness of accounting and disclosure decisions with respect to significant unusual transactions or material obligations, and significant findings during the audit;

performing periodic formal committee evaluations;

reviewing our financial statements and related regulatory filings with management and the independent auditors; and

meeting periodically with management and/or internal audit to discuss internal accounting and financial controls.

The Audit Committee is responsible for the appointment, compensation, retention, and oversight of the independent auditor engaged to prepare or issue audit reports on our financial statements and internal control over financial reporting. The Audit Committee relies on the expertise and knowledge of management and the independent auditor in carrying out its oversight responsibilities. The Board of Directors has determined that each Audit Committee member is a non-management director who satisfies our Independence Standards and has sufficient knowledge in financial and auditing matters to serve on the Audit Committee. In addition, the Board of Directors has determined that Mr. Brattain and Mr. King are “audit committee financial experts” as defined by SEC rules.

Compensation Committee. The Compensation Committee has responsibility for defining and articulating our overall compensation philosophy and administering and approving all elements of compensation for elected corporate officers, including base salary, annual cash incentive compensation, and long-term equity incentive compensation. The Compensation Committee reports to stockholders as required by the SEC. See “Compensation Discussion and Analysis Compensation Committee Report.” Members of the Compensation Committee are non-management directors who, in the opinion of the Board of Directors, satisfy our Independence Standards. For more information about the work of the Compensation Committee, see “Compensation Discussion and Analysis.”

Nominating and Governance CommitteeCommittee..The Nominating and Governance Committee’s duties include:

identifying and recommending candidates for election to our Board of Directors;
identifying and recommending candidates to fill vacancies occurring between annual stockholder meetings;
reviewing the composition of board committees;
periodically reviewing the appropriate skills and characteristics required of board members in the context of the current make-up of our Board of Directors; and
monitoring adherence to our “Corporate Governance Guidelines.”

identifying and recommending candidates for election to our Board of Directors;

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identifying and recommending candidates to fill vacancies occurring between annual stockholder meetings;


reviewing the composition of board committees;

periodically reviewing the appropriate skills and characteristics required of board members in the context of the current make-up of our Board of Directors; and

monitoring adherence to our “Corporate Governance Guidelines.”

Executive Committee. The Executive Committee has the authority to act for the entire Board of Directors, but may not commit to an expenditure in excess of $5,000,000 without full board approval.

Board Leadership Structure

The roles of Chairman of the Board and Chief Executive Officer are separate with Mr. Yeaman serving as Chairman of the Board and Mr. Marr serving as President and Chief Executive Officer. We believe it is beneficial to separate the roles of Chief Executive Officer and Chairman of the Board to facilitate their differing roles in the leadership of Tyler. The role of the Chairman is to set the agenda for, and preside over, board meetings, as well as providing advice and assistance to the Chief Executive Officer. In contrast, the Chief Executive Officer is responsible for handling the day-to-day management direction of Tyler, serving as a leader to the management team, and formulating overall corporate strategy. Mr. Yeaman, as our Chairman and former Chief Executive Officer,

brings over 1013 years of experience within our industry as well as extensive expertise from outside Tyler, while Mr. Marr, as a director and our Chief Executive Officer, brings over 2728 years of company-specific experience and expertise. We believe that this structure allows for a balanced corporate vision and an ability to effectively execute our strategy. The Board of Directors has concluded at this time that it is not necessary to establish a lead director.

The Board’s Role in Risk Oversight

Senior management is responsible for assessing and managing our various exposures to risk on a day-to-day basis, including the creation of appropriate risk management policies and programs. The Board of Directors is responsible for overseeing management in the execution of its responsibilities and for assessing our overall approach to risk management. The Board of Directors exercises these responsibilities periodically as part of its meetings and also through its three committees, each of which examines various components of enterprise risk as part of theirits responsibilities. The Compensation Committee is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements. The Audit Committee oversees management of financial risks, as well as our policies with respect to risk assessment and risk management. The Nominating and Governance Committee manages risks associated with board independence and potential conflicts of interest. In addition, an overall review of risk is inherent in the Board’s consideration of our long-term strategies and in the transactions and other matters presented to the Board, including capital expenditures, acquisitions and divestitures, and financial matters. The Board of Director’sDirectors’ role in risk oversight is consistent with our leadership structure, with the Chief Executive Officer and other members of senior management having responsibility for assessing and managing our risk exposure, and the Board and its committees providing oversight in connection with these efforts.

Audit Committee Financial Expert

Our Board of Directors determined that each of Donald R. Brattain and J. Luther King, Jr., current chairman and member of the Audit Committee, respectively, possesses the attributes necessary to qualify as an “audit committee financial expert” as set forth in Item  401(h) of the SEC’s Regulation S-K.

Pre-Approval Policies and Procedures for Audit and Non-Audit Services

The Audit Committee Charter requires that the Audit Committee pre-approve all of the audit and non-audit services performed by our independent auditors. The purpose of these pre-approval procedures is to ensure that the provision of services by our independent auditors does not impair their independence. Each year, the Audit Committee receives fee estimates from our independent auditors for each category of services to be performed by the independent auditors during the upcoming fiscal reporting year. These categories of services include Audit Services, Audit-Related Services, Tax Services, and All Other Services. Upon review of the types of services to be performed and the estimated fees related thereto, the Audit Committee will determine which services and fees should be pre-approved, which pre-approval will be in effect for a period of twelve months. The Audit Committee may periodically review the list of pre-approved services based on subsequent determinations. Unless a type of service to be provided by the independent auditor has received general pre-approval, it will require specific pre-approval by the Audit Committee (or delegated member of the Audit Committee) prior to the performance of such service. Any proposed services exceeding the pre-approved cost levels will also require specific pre-approval by the Audit Committee (or delegated member of the Audit Committee).

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Director Nominating Process

The Nominating and Governance Committee is responsible for reviewing and interviewing qualified candidates to serve on our Board of Directors and to select both “independent” as well as management nominees for director to be elected by our stockholders at each annual meeting. The Nominating and Governance Committee is comprised solely of independent directors and operates under a Charter for the Nominating and Governance Committee. Our Corporate Governance Guidelines include the criteria our Board of Directors believes are important in the selection of director nominees. For more information about director nominee criteria and qualifications, see “Tyler Management Board Diversity and Nominee Qualifications.”

The Nominating and Governance Committee may, in the exercise of its discretion, actively solicit nominee candidates; however, nominee recommendations submitted by other directors or stockholders will also be considered as described below.

The Nominating and Governance Committee will consider qualified nominees recommended by stockholders who may submit recommendations to the committee in care of our Corporate Secretary at our corporate headquarters, 5949 Sherry Lane, Suite 1400, Dallas, Texas 75225. To be considered by the Nominating and Governance Committee, stockholder nominations must be submitted in accordance with our bylaws and must be accompanied by a description of the qualifications of the proposed candidate and a written statement from the proposed candidate that he or she is willing to be nominated and desires to serve, if elected. Nominees for director who are recommended by our stockholders will be evaluated in the same manner as any other nominee for director.

Nominations by stockholders may also be made at an annual meeting of stockholders in the manner provided in our bylaws. Our bylaws require that a stockholder entitled to vote for the election of directors may make nominations of persons for election to our board at a meeting of stockholders by complying with required notice procedures. Nominations must be received at our corporate headquarters not less than 75 days or more than 85 days before any annual meeting of stockholders. If, however, notice or prior public disclosure of an annual meeting is given or made less than 75 days before the date of the annual meeting, the notice must be received no later than the 10th day following the date of mailing of the notice of annual meeting or the date of public disclosure of the date of the annual meeting, whichever is earlier. The notice must specify the following:

as to each person the stockholder proposes to nominate for election or re-election as a director:

the name, age, business address, and residence address of the person;

the name, age, business address, and residence address of the person;
the principal occupation or employment of the person;
the class and number of shares of our capital stock that are beneficially owned by the person; and
any other information relating to the person that is required to be disclosed in solicitations for proxies for election of directors under Regulation 14A of the Exchange Act; and

the principal occupation or employment of the person;

the class and number of shares of our capital stock that are beneficially owned by the person; and

any other information relating to the person that is required to be disclosed in solicitations for proxies for election of directors under Regulation 14A of the Exchange Act; and

as to the stockholder giving notice:

the name and record address of the stockholder and any other stockholder known to be supporting the nominee; and

the name and record address of the stockholder and any other stockholder known to be supporting the nominee; and
the class and number of shares of our capital stock that are beneficially owned by the stockholder making the nomination and by any other supporting stockholders.

the class and number of shares of our capital stock that are beneficially owned by the stockholder making the nomination and by any other supporting stockholders.

We may require that the proposed nominee furnish us with other information as we may reasonably request to assist us in determining the eligibility of the proposed nominee to serve as a director. At any meeting of stockholders, the presiding officer may disregard the purported nomination of any person not made in compliance with these procedures.

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Communications with Our Board of Directors

Any stockholder or interested party who wishes to communicate with our Board of Directors or any specific directors, including non-management directors may write to:

Board of Directors

Tyler Technologies, Inc.

5949 Sherry Lane, Suite 1400

Dallas, Texas 75225

Depending on the subject matter, management will:

forward the communication to the director or directors to whom it is addressed (for example, if the communication received deals with our “whistleblower policy” found on our Website, www.tylertech.com, including questions, concerns, or complaints regarding accounting, internal accounting controls, and auditing matters, it will be forwarded by management to the Chairman of the Audit Committee for review);

forward the communication to the director or directors to whom it is addressed (for example, if the communication received deals with our “whistleblower policy” found on our Website,www.tylertech.com, including questions, concerns, or complaints regarding accounting, internal accounting controls, and auditing matters, it will be forwarded by management to the Chairman of the Audit Committee for review);
attempt to handle the inquiry directly (for example, if the communication is a request for information about us or our operations or it is a stock-related matter that does not appear to require direct attention by our Board of Directors); or
not forward the communication if it is primarily commercial in nature or if it relates to an improper or irrelevant topic.

attempt to handle the inquiry directly (for example, if the communication is a request for information about us or our operations or it is a stock-related matter that does not appear to require direct attention by our Board of Directors); or

not forward the communication if it is primarily commercial in nature or if it relates to an improper or irrelevant topic.

At each meeting of our Board of Directors, our Chairman will present a summary of all communications received since the last meeting of the Board of Directors that were not forwarded and will make those communications available to any director on request.

Director Attendance at Annual Meetings

Directors are not required to attend our annual meetings of stockholders. However, our Board of Directors typically holds a meeting immediately following the annual meeting of stockholders. Therefore, in most cases, all of our directors will be present at the annual meeting. All of our directors were present at the 20092011 annual meeting of stockholders.

17


SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information concerning the beneficial ownership of our common stock as of March 19, 201016, 2012 by (i) each beneficial owner of more than 5% of our common stock, (ii) each director and nominee, (iii) each “Named Executive Officer” (as defined in the SEC’s Regulation S-K), and (iv) all of our executive officers and directors as a group.

Security Ownership of Directors and Management
                     
      Options          
      Exercisable          
      Within 60         Percent
Name and Address of Beneficial Owner (1) Direct (2) Days (3) Other (4) Total of Class (5)
MSD Capital, L.P.                    
645 Fifth Avenue, 21st Floor
New York, NY 10022
        4,049,923 (6)  4,049,923   11.6%
                     
Brown Brothers Harriman and Company
        3,535,013 (7)  3,535,013   10.1%
140 Broadway
New York City, NY 10005
                    
                     
Brown Capital Management, Inc.
  2,384,562 (8)        2,384,562   6.8%
1201 N. Calvert Street
Baltimore, MD 21202
                    
                     
BlackRock, Inc.
  2,266,565 (9)        2,266,565   6.5%
40 East 52nd Street
New York, NY 10022
                    
                     
Directors and Nominees
                    
                     
Donald R. Brattain  28,500   40,000      68,500   * 
J. Luther King, Jr.  32,000   40,000   187,300 (10)  259,300   * 
G. Stuart Reeves  65,000   110,000      175,000   * 
Michael D. Richards  40,000   50,000      90,000   * 
John M. Yeaman  270,800   443,000   7,300 (11)  721,100   2.0%
                     
Named Executive Officers
                    
                     
John S. Marr, Jr.  772,092   794,000   192,277 (12)  1,758,369   4.9%
Dustin R. Womble  186,092   428,628      614,720   1.7%
Brian K. Miller  27,865   142,188   7,300 (13)  177,353   * 
H. Lynn Moore, Jr.  70,000   153,000      223,000   * 
                     
All directors, nominees and executive officers as a group (9 persons)  1,492,349   2,200,816   394,177   4,087,342   11.0%

Name and Address of Beneficial Owner (1)

  Direct (2)  Options
Exercisable
Within 60
Days (3)
   Other (4)  Total   Percent of
Class (5)
 

Brown Capital Management, LLC

        

1201 N. Calvert Street

        

Baltimore, MD 21202

   3,230,603(6)   —       —      3,230,603     10.7

Brown Brothers Harriman & Co.

        

140 Broadway

        

New York City, NY 10005

   —      —       2,854,179(7)   2,854,179     9.5

BlackRock, Inc.

        

40 East 52nd Street

        

New York, NY 10022

   2,177,891(8)   —       —      2,177,891     7.2

Columbia Wanger Asset Management, LLC

        

227 West Monroe Street, Suite 3000

        

Chicago, IL 60606

   1,821,000(9)   —       —      1,821,000     6.1

Directors and Nominees

        

Donald R. Brattain

   28,500    19,999     —      48,499     *  

J. Luther King, Jr.

   32,000    49,999     187,300(10)   269,299     *  

G. Stuart Reeves

   34,000    39,999     —      73,999     *  

Michael D. Richards

   50,000    39,999     —      89,999     *  

John M. Yeaman

   324,347    226,166     7,300(11)   557,813     1.8

Named Executive Officers

        

John S. Marr, Jr.

   646,092    758,000     192,277(12)   1,596,369     5.2

Dustin R. Womble

   172,489    623,628     —      796,117     2.6

Brian K. Miller

   20,389    235,485     7,300(13)   263,174     *  

H. Lynn Moore, Jr.

   24,039    279,000     —      303,039     *  

All directors, nominees and executive officers as a group (9 persons)

   1,331,856    2,272,275     394,177    3,998,308     12.4

*Less than one percent of our outstanding common stock
(1)Unless otherwise noted, the address of each beneficial owner is our corporate headquarters: 5949 Sherry Lane, Suite 1400, Dallas, Texas 75225.
(2)“Direct” represents shares as to which each named individual has sole voting or dispositive power.

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(3)“Options Exercisable within 60 Days” reflects the number of shares that could be purchased by exercise of options at March 19, 201016, 2012 or within 60 days thereafter.
(4)“Other” represents the number of shares of common stock as to which the named entity or individual share voting and dispositive power with another entity or individual(s).
(5)Based on 35,049,57030,084,000 shares of our common stock issued and outstanding at March 19, 2010.16, 2012. Each stockholder’s percentage is calculated by dividing (a) the number of shares beneficially owned by (b) the sum of (i) 35,049,57030,084,000 plus (ii) the number of shares such owner has the right to acquire within 60 days.
(6)Based on information reported by MSDBrown Capital L.P.Management, LLC on aAmendment No. 4 to Schedule 13G that was filed with the SEC on or about February 3, 2006. MSD13, 2012. Brown Capital L.P.Management, LLC is deemed to have beneficial ownership of these shares, which includes sole voting power of 1,880,234 shares and sole investment power for all 3,230,603 shares.
(7)Based on information reported by Brown Brothers Harriman & Co. on Schedule 13F that was filed with the SEC on or about February 15, 2012. Brown Brothers Harriman & Co. is deemed to have beneficial ownership of these shares, which includes shared voting and investment power for all 4,049,9232,854,179 shares.
(7)Based on information reported by Brown Brothers Harriman and Company on a Schedule 13G that was filed with the SEC on or about February 12, 2010. Brown Brothers Harriman and Company is deemed to have beneficial ownership of these shares, which includes shared voting and investment power for all 3,535,013 shares.
(8)Based on information reported by Brown Capital Management, Inc. on a Schedule 13G that was filed with the SEC on or about January 27, 2010. Brown Capital Management, Inc. is deemed to have beneficial ownership of these shares, which includes sole voting power of 1,188,418 shares and sole investment power for all 2,384,562 shares.
(9)Based on information reported by BlackRock, Inc. on aAmendment No. 1 to Schedule 13G that was filed on or about January 29, 2010.February 10, 2012. BlackRock, Inc. is deemed to have beneficial ownership of these shares, which includes sole voting and sole investment power for all 2,266,5652,177,891 shares.
(9)Based on information reported by Columbia Wanger Asset Management, LLC on a Schedule 13G that was filed on or about February 13, 2012. Columbia Wanger is deemed to have beneficial ownership of these shares, which includes sole voting power of 1,733,000 shares and sole investment power for all 1,821,000 shares.
(10)Includes the beneficial ownership of 180,000 shares of common stock held in an entity controlled by Mr. King in which he is deemed to have voting and investment power, and 7,300 shares of common stock owned by a foundation in which Mr. King is deemed to have shared voting power.
(11)Common stock owned by a foundation in which Mr. Yeaman is deemed to have shared voting power.
(12)Common stock held by a partnership in which Mr. Marr is the general partner and has sole voting and investment power.
(13)Common stock owned by a foundation in which Mr. Miller is deemed to have shared voting power.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act requires that our directors, executive officers, and 10% or more stockholders file with the SEC and New York Stock Exchange initial reports of ownership and reports of changes in ownership of our common stock. These persons are required to furnish us with copies of all Section 16(a) reports they file with the SEC. To our knowledge, based solely upon (i) our review of the copies of the forms we received during 20092011 and (ii) written representations from our directors and executive officers we believe that all of our directors, officers, and 10% or more stockholders complied with all Section 16(a) filing requirements during 2009, except for one transaction subsequently reported on an amended Form 4. Mr. Yeaman inadvertently did not file a Form 4 in a timely manner with respect to a stock option grant of 5,000 shares of our common stock.

192011.


COMPENSATION DISCUSSION AND ANALYSIS

In this Compensation Discussion and Analysis, we describe our compensation objectives, policies, and practices generally, anddetail the specific fiscal year 20092011 total compensation for our Chief Executive Officer, Chief Financial Officer, and the two other executive officers who were the most highly compensated in fiscal year 20092011 (collectively, the “Named Executive Officers”), and we summarize the approved compensation of the Named Executive Officers for fiscal year 2010.

2012.

Compensation Philosophy and Objectives

Our Compensation Committee is responsible for reviewing and approving the design and administration of the executive compensation program. Our Compensation Committee believes that an effective compensation program should reward achievement of specific corporate goals and align our executives’ interests with those of our stockholders by rewarding performance that meets or exceeds established goals. Our compensation philosophy is designed to attract, motivate, and retain the key executives who drive our success and industry leadership and to motivate those executives to deliver stockholder value by achieving the following overall objectives:

  

Compensation Should Align the Interests of ourOur Executives with ourOur Stockholders – compensation should link the interests of management with those of stockholders by making a substantial portion of executive compensation depend upon our long-term financial and stock performance;

  

Compensation Should beBe Competitive– compensation levels should be sufficiently competitive to attract and retain superior executives by providing them with the opportunity to earn total compensation packages that are competitive in the industry;

  

Compensation Should Be Based on Company Performance– compensation should reward corporate performance through annual cash incentives;

  

Compensation Should Reflect Responsibility and Accountability– compensation should be based on the level of skill, knowledge, effort, and responsibility needed to perform the job successfully; and

  

Compensation Should Not Incentivize Excessive Risk Taking– the mix of compensation elements should be appropriately balanced between fixed pay, short-term annual incentive cash compensation, and long-term incentive equity compensation to minimize incentive for excessive risk taking.

To achieve these objectives, the Compensation Committee has designed a compensation program for our Named Executive Officers that balances the three primary elements of our executive compensation: annual base pay; annual incentive cash compensation; and long-term incentive equity compensation (stock options). The Compensation Committee believes that this structure encourages our executives to think and act in both the near-term and long-term interests of our stockholders without promoting excessive risk taking.

Regarding base pay and annual cash incentive compensation, the same compensation philosophy applied by the Compensation Committee to our Named Executive Officers is also utilized by management and applied throughout the entire employee base so that all employees’ incentive compensation is tied to similar goals, the difference being the amount of base pay compensation and percentage incentive compensation award in relation to base pay. Regarding long-term incentive compensation in the form of stock options, management also applies the same compensation philosophy as applied by the Compensation Committee to our Named Executive Officers to senior divisional employees. We believe that the application of this consistent philosophy regarding compensation further strengthens the alignment of employees’ interests with those of the stockholders.

20092011 Executive Summary Overview
     2009 was a year of strong financial performance, particularly

Our results in light of the overall challenging economic environment.2011 reflected modest improvements in marketplace conditions. Total revenues grewincreased 7% from $265$289 million in 2010 to $290 million.$309 million in 2011 mainly due to double-digit growth in recurring revenues from subscriptions and maintenance. Our recurring revenues were approximately 57% of our total revenues in 2011. Earnings per share grewincreased 17% from $0.38$0.71 in 20082010 to $0.74$0.83 in 2009. In 2008 we settled outstanding litigation related to stock purchase warrants owned by Bank of America, N. A. and recorded a non-cash legal settlement related to warrants charge of $9.0 million, which was not tax deductible. This non-cash legal settlement reduced earnings per share by $0.23 in 2008.2011. Free cash flow (excluding $9.4increased 59% to $51 million in 2011 from $32 million in 2010. Free cash flow in 2011 and 2010 excluded $7 million and $1 million, respectively of office facility investments) remained strong at $40 million.

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real estate investments. Our stock price increased 45% from December 31, 2010 to December 31, 2011.


Compensation Program Actions

Our compensation program for our Named Executive Officers falls intohas three categories:components:

Compensation Program Design – actions related to the overall design and governance of our executive compensation program;

Compensation Program Design – actions related to the overall design and governance of our executive compensation program;
Company Performance Review Process for Prior Fiscal Year – actions approving actual incentive cash compensation awards for the just completed fiscal year; and
Setting Compensation for Current Fiscal Year – actions that set future base pay and incentive compensation targets for the upcoming fiscal year.

Company Performance Review Process for Prior Fiscal Year – actions approving actual incentive cash compensation awards for the just-completed fiscal year; and

Setting Compensation for Current Fiscal Year – actions that set future base pay and incentive compensation targets for the upcoming fiscal year.

Compensation Program Design. Each year, our Chief Executive Officer, in conjunction with the Human Resources Department, reviews the market competitiveness of our executive compensation relative to technology and broad industry peers, which is described in detail below. If the review shows that our executive compensation is not competitive, our Chief Executive Officer will recommend changes to the Compensation Committee. He may also recommend changes to the executive compensation program based on changes in the business environment in which we operate. The Compensation Committee periodically reviews the overall objectives of our executive compensation program and the elements of the program, including the mix of cash and stock-based compensation and the mix of short-term and long-term compensation, to determine whether they are appropriate, properly coordinated, and achieve their intended purposes.

Peer Group and Surveys. PriorIn September 2010, we joined the Radford Global Technology Survey (the “Radford Survey”). Nearly 2,000 technology and life science companies use Radford Surveys to February 2010,benchmark their compensation practices for all levels within their organizations. Management utilizes the Radford Survey to determine the reasonableness of compensation for various levels of employees, including executives. Both surveys are industry leaders, but the Radford survey allows us to access more complete compensation data for division level management positions. The Compensation Committee considered comparative market data from a broad set of technology companies in the Culpepper Executive Compensation Surveys (the “Culpepper Surveys”). Over 1,500 technology and biomedical companies use Culpepper Surveys to benchmark their compensation practices for all levels within their organizations and management has historically utilized the Culpepper Surveys in determining the reasonableness of compensation for various levels of employees, including executives.

Radford Survey.

In order to provide the Compensation Committee with more detailed and specific information about executive compensation levels and practices, we established a peer group of 20 companies of similar size in the software industry (the “Peer Group”) in February 2010 to assist in determining 2010 compensation.appropriate compensation levels for the Named Executive Officers. The Peer Group companies provide perspective and reflect the external market’s valuation of key executive compensation. External information is considered with internal factors such as an executive’s position, experience, and responsibilities. The Peer Group will beis reviewed annually and adjusted as required by changes in the market.

A review of the Peer Group in February 2012 revealed that five of the companies had been acquired during the last year and, therefore, can no longer be considered as part of the Peer Group. Those companies are: Blackboard, Inc., Eclipsys Corp., Epicor Software Corp., Lawson Software, Inc., and Radiant Systems, Inc. Accordingly, we identified five new companies of similar size in the software industry to replace the acquired firms in the Peer Group. The companies in the Peer Group used to assist in setting 20102012 compensation were:

Ariba,

Advent Software, Inc.

Jack Henry & Associates, Inc.
Aspen Technology, Inc.JDA Software Group, Inc.
Blackbaud, Inc.*

  Kenexa Corp.
Blackboard,

Ariba, Inc.

Lawson Software, Inc.
Concur Technologies, Inc.

  Manhattan Associates, Inc.
DealerTrack Holdings,

Aspen Technology, Inc.

Microstrategy, Inc.*

Blackbaud, Inc.

  Netscout Systems, Inc.
Deltek,

Concur Technologies, Inc.

Netsuite, Inc.*

DealerTrack Holdings, Inc.

  Quest Software, Inc.
Eclipsys Corp.Radiant Systems,

Deltek, Inc.

Epicor Software Corp.

  S1 Corp.

Epiq Systems, Inc.

Solera Holdings, Inc.*

Jack Henry & Associates, Inc.

  Taleo Corp.

JDA Software Group, Inc.

Ultimate Software Group, Inc.*

*Indicates new peer company

In determining the appropriateness of the Peer Group, the Compensation Committee compared our performance against six key metrics of the Peer Group, including revenues, market capitalization, net income, total assets, one-year stockholder return and three-year stockholder return. The Compensation Committee determined that based on these metrics the Peer Group was appropriate for comparative purposes. The Compensation Committee continues to utilize the Culpepper SurveysRadford Survey in addition to the Peer Group. The Compensation Committee uses market survey data like the Peer Group and Culpepper SurveysRadford Survey not as a benchmark per se, but rather as a reasonableness check. This flexibility is important in designing compensation arrangements to attract and retain new executives in the highly-competitive, rapidly changing market in which we compete.

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Positioning of Pay. The Compensation Committee determines target total compensation for our Named Executive Officers after considering the Chief Executive Officer’s recommendations and a variety of data sources, including analysis of the Peer Group (beginning in 2010) and Culpepper Surveys.Radford Survey. We do not apply a formula that ties our total compensation levels to specific market percentiles.

Mix of Pay Elements. As described above, our philosophy is to provide a significant portion of total compensation linked to performance that we believe will create long-term stockholder value. To achieve these objectives, the executive compensation program relies on the following three elements of total compensation:

Element

  

Form of

Compensation

  

Purpose

  
Form of
ElementCompensationPurpose

Metric

Base salary  Cash  Provide competitive, fixed compensation to attract and retain exceptional executive talent  Salaries are set each year based on the executive’s position, responsibilities, experience, and retention risk. Base salary is a fixed component and is not dependent on achieving goalsgoals.
Incentive cash
compensation under
the annual bonus
plan
  Cash  Create a strong financial incentive for achieving or exceeding annual financial performance goals  Achieving earnings per share goals (as may be adjusted to the extent we exceed our recurring revenue run rate growth goal), which are recommended by the CEO and approved by the Compensation Committee
Equity-based
compensation
  Stock options  Create a strong financial incentive for creating stockholder value, encourage a significant equity stake in Tyler, and provide a direct incentive for future performance  Discretionary, but set each year based on the executive’s position, experience, responsibilities, and retention risk

Our executive compensation program is designed to provide an incentive and reward for the achievement of both short-term and long-term objectives. We believe that sustained achievement of measurable financial objectives leads to increased stockholder value. To achieve these objectives we use a mix of short-term compensation (base salaries and annual cash bonuses) and long-term incentives (stock options) to provide a total compensation structure that is designed to reward sustained strong performance while providing cash compensation that remains competitive for our industry. In setting the mix between the different elements of compensation, we do not target specific allocations, but generally weigh the incentive compensation elements (cash and equity) more heavily. For more information, see “Compensation Discussion and Analysis – 20092011 Named Executive Officer Compensation – Compensation Mix.”

Base salary is intended to provide competitive, fixed compensation to attract and annualretain exceptional executive talent. Annual incentives are intended to reward the achievement of short-term objectives.objectives, with a view to long-term stockholder value. Our 2012 incentive compensation plan is based on annual earnings per share performance metrics (as may be adjusted to the extent we exceed our year-over-year recurring revenue run rate growth goal) and is structured with graduated benefits for overachievement and consequences for underachievement of objectives. Growth in our recurring revenue run rate is an additional component of executive incentive compensation for 2012. We believe that growth in our recurring revenues (e.g., software maintenance and subscription-based arrangements) builds long-term financial stability and drives long-term stockholder value; however, due to software revenue recognition rules, growth in our recurring revenue run rate may not necessarily be reflected in a given year’s annual earnings per share mostperformance. Given the long-term stockholder value of increasing our recurring revenues, we do not believe that an annual incentive plan should create any bias towards traditional software license sales versus the sale of or conversion to subscription-based arrangements. Therefore, adjusting our earnings per share to the extent we exceed our recurring revenue run rate growth goal in calculating incentive compensation better aligns management and stockholder short-term and long-term interests and isprovides a more meaningful short-term measure than growth in stock price because of the effect of outside factors (e.g., general economic conditions) on the price of our stock.earnings per share alone. While our annual incentive compensation plan is based on thea given year’s earnings per share performance in a given year,(as may be adjusted to the extent we exceed our recurring revenue run rate growth goal), the initial establishment of the criteria for full achievement of the target bonus from year to year is based on a longer term view of appropriate growth. In other words, performance that meets our internal plan in a given year willmay not necessarily correspond with our executives earning 100% of the target bonus, if the internal plan does not meet the goal of overall year-over-year growth.

For more information on the calculation of 2012 incentive compensation, including the calculation of the adjustment, if any, for growth in our year-over-year recurring revenue run rate, see “Compensation Discussion and Analysis – 2012 Named Executive Officer Compensation – 2012 Compensation Committee / Board of Director Actions.”

Equity incentives, comprised of stock options, are intended to reward sustained achievement of long-term objectives through time-based vesting periods. Stock options to our executive officers have a ten-year life and, have historically vestedbeginning in 2010, vest ratably over a period of fivefour years beginning on the third anniversary of the date of grant, thereby providing a long-term incentive. Our allocations reflect our philosophy that a significant portion of our executive officers’ compensation should be performance-based and therefore at risk depending on Tyler’s performance. Through the use of stock options, a significant portion of potential compensation is tied directly to stock price appreciation, further aligning the interest of our executive officers with those of our stockholders. We have considered other forms of equity compensation, such as restricted

22


stock, but believe that stock options are the best form of equity based compensation as stock options only reward executives if the value of the stock increases. Restricted stock can provide additional compensation even if the stock value is stagnant.
All stock option awards are granted in two semi-annual tranches (on or about June 15 and December 15). Stock option awards are made at the market price at the time of the award and are subject to time-based vesting as determined by the Compensation Committee. Beginning in 2010, the Compensation Committee has changed the vesting schedule of options granted to the Named Executive Officers, which further emphasizes the long-term nature of this compensation component. See “Compensation Discussion and Analysis – 2010 Named Executive Officer Compensation.”
award.

Our philosophy with regard to granting stock options is to:

strive to ensure that the overall number and value of stock option awards is reasonable;

focus stock option awards on a relatively small number of key employees determined to have a direct impact on our ability to achieve our long-term goals with the largest stock option grants awarded to our top performers and individuals with the greatest responsibilities and the potential to drive long-term share price appreciation; and

  Strive to ensure that the overall number and value of stock option awards is reasonable;
focus stock option awards on a relatively small number of key employees determined to have a direct impact on our ability to achieve our long-term goals with the largest stock option grants awarded to our top performers and individuals with the greatest responsibilities and the potential to drive long-term share price appreciation; and

manage the overall net stock dilution (i.e.(i.e., manage the total number of shares outstanding by balancing the dilutive effect of granting stock options with repurchases of our common stock, which reduce our shares outstanding).

Assessment of Risk. Our compensation program is designed not to incentivize excessive risk taking by allocating an appropriate balance between the three compensation elements. The base salary component of compensation is a fixed amount and is therefore not subject to or influenced by risk taking. Our annual cash incentive compensation is balanced betweenprincipally focused on short-term earningsperformance with consideration given to long-term stockholder value (earnings per share, as may be adjusted to the extent we exceed our recurring revenue run rate growth through the payment of annual cash incentives andgoal). Our long-term incentive compensation is based on long-term stock price growth through the grant of stock options. Our annual cash incentive compensation plans are graduated scale plans rather than based on “all or nothing” performance, which reduces the incentive for short-term excessive risk taking. Moreover, our stock option grants occur in fixed amounts on a semi-annual basis (on or about June 15 and December 15), which reduces or eliminates the ability of executive officers to time the grant of options around short-term, market events. Further, beginning in 2010, the Compensation Committee has changed the vesting schedule of options granted to be awarded to the Named Executive Officers. Prior to 2010, option grants vested at 20% per year on the first through fifth anniversary of the date of grant. Effective in 2010, option grants willOfficers vest at 25% per year on the third through sixth anniversary of the date of grant, which further emphasizes the long-term nature of this compensation component and reduces the incentive for risk taking. Finally, the Board of Directors adopted the Executive Compensation Recovery Policy effective January 1, 2010, which provides that the independent directors can direct Tyler to recover all or a portion of any bonus or incentive compensation paid to an executive if, in the opinion of the independent directors, an executive engages in fraud or intentional misconduct that causes a material restatement of our financial statements. See “Compensation Discussion and Analysis – 20102012 Named Executive Officer Compensation.Compensation – 2012 Compensation Committee / Board of Director Actions.

Consideration of Prior Year Say-on-Pay Vote Results. At the 2011 annual meeting, we provided our stockholders with the opportunity to vote, on an advisory basis, to approve our executive compensation. Although the vote was advisory and non-binding, the Compensation Committee considers the outcome of the advisory vote as part of the compensation program design process. Approximately 96% of the votes cast by our stockholders on the executive compensation proposal approved the compensation of our Named Executive Officers. The Compensation Committee believes that this overwhelming level of approval is an affirmation of our executive compensation practices.

Also at the 2011 annual meeting, a majority of the votes cast by our stockholders were voted, on an advisory basis, in favor of holding future stockholder voting on executive compensation every three years. Our Board of Directors decided to follow our stockholders’ recommendation; therefore, an advisory vote on executive compensation will not be submitted to our stockholders until the 2014 annual meeting.

Company Performance Review Process for Prior Fiscal Year. Each year, the Compensation Committee approves the size of incentive compensation for the prior fiscal year based on the achievement of defined incentive compensation plans that were approved by the Compensation Committee at the beginning of the year. Annual bonuses are reviewed by the Compensation Committee and paid shortly after the fiscal year’s financial results are approved by the Audit Committee.

While the payment of annual incentive compensation is based solely on the achievement of pre-defined and pre-approved earnings per share metrics, the Compensation Committee, using its judgment, may exercise discretion in granting additional bonus amounts and stock option awards as it deems appropriate. These adjustments may be based on subjective factors such as the Compensation Committee’s assessment of external factors, including general economic and market conditions, unforeseen “one-time” events affecting financial performance or driving stockholder value, the executive’s assumption of additional responsibilities, the degree of difficulty of a particular assignment, and the executive’s experience, tenure, and future prospects with Tyler.

Setting Compensation for Current Fiscal Year. Each year, the Compensation Committee approves base salary, annual incentive compensation earnings per share plans and the amount of stock options to be granted to the Named Executive Officers as part of our semi-annual option grants. In so doing, the Committee reviews recommendations

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by the Chief Executive Officer and analyzes the Peer Group (beginning in 2010) and Culpepper Surveys,Radford Survey, internal business plans, and general economic conditions. For more information on the establishment of 20092011 Named Executive Officer Compensation,compensation, see “Compensation Discussion and Analysis – 20092011 Named Executive Officer Compensation.”

20092011 Named Executive Officer Compensation

In February 2009,2011, the Compensation Committee approved the total 2011 compensation packages for each of the Named Executive Officers, including the Chief Executive Officer. The total compensation packages included base salary, an annual cash incentive compensation plan, and proposed stock option grants. The Compensation Committee re-affirmed the appropriateness and amount of stock option grants prior to the June 15 and December 15 awards. In February 2010,2012, the Compensation Committee conducted a companyCompany performance review to determine the attainment of earnings per share targets (as may be adjusted to the extent we exceed our recurring revenue run rate growth goal), relating to the payment of cash incentive bonus under the incentive compensation plan.

plan for 2011.

Role of the Chief Executive Officer. In February 2009,2011, our Chief Executive Officer, John S. Marr, Jr., providedat the request of the Chairman of the Compensation Committee, withattended the Compensation Committee meeting. Mr. Marr was asked to provide senior management’s philosophy regarding executive compensation and short- and long-term objectives for the purpose of assisting the Compensation Committee in establishing 2011 total compensation for the Named Executive Officers. In addition, Mr. Marr was asked to present the results of the analysis of the Peer Group and Radford Survey as well as the financial outlook for 2011. Mr. Marr noted that the Named Executive Officers’ 2010 total compensation was below the median and mean as represented by the Peer Group. Mr. Marr made recommendations for 2009regarding 2011 base salary increases, annual bonus performance targets withand related minimum and maximum bonus payout potentials, and long-term incentives (stock option awards) for each Named Executive Officer, including himself. His recommendations were based on his review of internal pay relationships and consistency,Mr. Marr also recommended adjusting the executive’s performance and experience, level of responsibility, changes in responsibilities, retention risk, and market compensation survey data consisting of the Culpepper Surveys provided by our Human Resources Department. Cash bonus payout potentials were based on the level of earnings per share achieved comparedcalculation, for incentive compensation purposes only, to the extent that growth in our year-over-year recurring revenue run rate exceeds our recurring revenue run rate growth target. Recurring revenues (e.g., software maintenance and subscription arrangements) build long-term financial stability and drive long-term stockholder value; however, due to software revenue recognition rules, growth in our recurring revenues may not necessarily be reflected in a given year’s annual earnings per share goals developed in connection withperformance. Mr. Marr noted that given the long-term stockholder value of increasing our recurring revenues, an annual operatingincentive plan atshould not create any bias towards traditional software license sales versus the beginningsale of 2009. Payouts were graduated for above and below target performance levels. The Chairman of the Board attended the Compensation Committee meeting in February 2009 and presented Mr. Marr’s recommendations for 2009 compensation packagesor conversion to subscription-based arrangements. Therefore, adjusting our earnings per share to the Compensation Committeeextent that growth in our year-over-year recurring revenue run rate exceeds our growth target in calculating incentive compensation better aligns management and participatedstockholder short-term and long-term interests and provides a more meaningful measure than growth in earnings per share alone. The recurring revenue financial measure would also be added to incentive plans throughout the organization. Mr. Marr was excused from the meeting after his presentation and did not participate in the Compensation Committee’s discussion of executive compensation. Mr. Marr did not attend anycompensation for 2011. The Compensation Committee meetings in 2009.
has the authority to accept, reject, or modify the Chief Executive Officer’s recommendations.

Analysis of Compensation Elements. The principal elements of our executive compensation program in 20092011 were (1) base salary, (2) annual cash bonus, and (3) stock options, each of which is described in more detail below:

Base Salary. Base salary represents the single, fixed component of the three principal elements of our executive compensation program and is intended to provide a baseline minimum amount of annual compensation for our executives. In February 2009,2011, the Compensation Committee approved a 3%2% increase for each of the Named Executive Officer’s annual base salary as set forth below:

             
Name Increase 2008 Salary 2009 Salary
John S. Marr, Jr.  3% $395,000  $407,000 
Dustin R. Womble  3% $333,000  $343,000 
Brian K. Miller  3% $250,000  $257,500 
H. Lynn Moore, Jr.  3% $250,000  $257,500 

Name

  Increase 2010 Salary   2011 Salary 

John S. Marr, Jr.

  2% $420,000    $428,500  

Dustin R. Womble

  2% $353,000    $360,000  

Brian K. Miller

  2% $265,000    $270,500  

H. Lynn Moore, Jr.

  2% $265,000    $270,500  

The 3%2% increase in base salary was recommended to the Compensation Committee by the Chief Executive Officer. His recommendations were based on two things. First, he referenced nationwide market survey information consisting offrom the Culpepper Surveys.Peer Group and Radford Survey. This information included comparisons to similar sizedsimilar-sized companies that were public companies in the technology and biomedicallife sciences industries with annual revenues between $250$200 million and $500 million. These surveysThe survey indicated that the base salary for our Named Executive Officers was slightly underbelow the medianaverage base salary reflected in the Peer Group and total targeted cash compensation (base salary and bonus) was slightlyRadford Survey, while the incentive target percentages were at or above the median.50th percentile. Second, and most important, he believed that it was appropriate to treat executive management on a consistent basis with the overall employee base, which received an average 3%2% merit increase in 2009.

2011.

The Compensation Committee reviewed the nationwide market survey information in a summary report and considered current economic conditions and the Chief Executive Officer’s recommendations in independently determining the 20092011 salary adjustments. As noted above, the Compensation Committee does not adhere to strict formulas or rely to any significant extent on market survey data to determine total compensation or the mix of

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compensation elements. Market survey data is not used as a benchmark per se, but rather is referred to by the Compensation Committee as a reasonableness check.

Annual Cash Bonus. A significant portion of each executive’s annual compensation is in the form of a cash bonus. We believe that some meaningful portion of the executive’s compensation should be contingent upon the successful achievement of our corporate objectives. Our 20092011 annual cash bonuses for executives were based on the level of attainment of earnings per share objectives, as adjusted on an after-tax basis to the extent that our year-over-year annualized recurring revenue run rate exceeds our growth target, and did not include any individual performance goals. In February 2009,2011, the Compensation Committee approved the 20092011 Incentive Compensation Plan recommended by the Chief Executive Officer, which was based on the achievement of fully diluted earnings per share goals established in connection with our annual operating plan and consistent with our long-term growth strategy. The Board of Directors also reviews the annual operating plan. The 20092011 Incentive Compensation Plan for the Named Executive Officers was similar to other corporate employees’ incentive compensation plans and tied to similar goals, the main difference being the size of the target incentive award in relation to base salary. We believe that the percentage of compensation that is based on our performance should increase with an employee’s level within Tyler up to and including executive management. Target incentives are determined based on experience, level of responsibility, and retention risk. The 20092011 Incentive Compensation Plan provided the opportunity for the executive officers as well as our corporate employees to earn incentive compensation at the following levels:

160% of target based on achieving 123% of earnings per share goal

180% of target based on achieving 134% of earnings per share goal
170% of target based on achieving 130% of earnings per share goal
160% of target based on achieving 126% of earnings per share goal
150% of target based on achieving 121% of earnings per share goal
140% of target based on achieving 117% of earnings per share goal
130% of target based on achieving 113% of earnings per share goal
120% of target based on achieving 109% of earnings per share goal
110% of target based on achieving 104% of earnings per share goal
100% of target based on achieving 100% of earnings per share goal
90% of target based on achieving 96% of earnings per share goal
80% of target based on achieving 91% of earnings per share goal
70% of target based on achieving 87% of earnings per share goal
60% of target based on achieving 83% of earnings per share goal
50% of target based on achieving 79% of earnings per share goal
40% of target based on achieving 74% of earnings per share goal
0% of target based on achieving less than 74% of earnings per share goal

150% of target based on achieving 119% of earnings per share goal

140% of target based on achieving 115% of earnings per share goal

130% of target based on achieving 111% of earnings per share goal

120% of target based on achieving 108% of earnings per share goal

110% of target based on achieving 104% of earnings per share goal

100% of target based on achieving 100% of earnings per share goal

90% of target based on achieving 96% of earnings per share goal

80% of target based on achieving 92% of earnings per share goal

70% of target based on achieving 89% of earnings per share goal

60% of target based on achieving 85% of earnings per share goal

50% of target based on achieving 81% of earnings per share goal

40% of target based on achieving 77% of earnings per share goal

0% of target based on achieving less than 77% of earnings per share goal

In calculating earnings per share, the growth in our year-over-year recurring revenue run rate, to the extent it exceeds our target growth, will be converted, net of taxes, into earnings per share equivalents and added to the actual earnings per share results. As of December 31, 2010, our annualized recurring revenue run rate was $162,059,940 and our target increase for 2011 was $21,748,000 (our 2011 proxy statement mistakenly stated that our target increase was $15,000,000 for 2011). Therefore, to the extent our annualized recurring revenue run rate as of December 31, 2011 exceeds $183,807,940; such excess shall be calculated on an after-tax basis and used to adjust our earnings per share for the sole purpose of computing incentive compensation.

In order to earn 100% of the target bonus for 2009,2011, we had to achieve the adjusted earnings per share goal of $0.70$0.79 to $0.729,$0.819, which was based onslightly higher than our operating plan that formed the basis of our published earnings guidance, andbut was generally in a range consistent with our long-term growth strategy. In other words, we had to exceed our internal operating plan in order for participants to achieve 100% of the target incentive bonus. In order to achieve the threshold bonus of 40% of target, we had to achieve 74%77% of the adjusted earnings per share goal, a range of $0.52$0.61 to $0.549.$0.639. The operating plan is developed from the “bottom-up” and considers a wide range of factors that impact our results, including the general economic environment, our market, competitive landscape, initiatives and investments, and various other risks and opportunities. As of the beginning of the plan year, we believe achievement of the plan iswas generally considered to be challenging but reasonably possible when all such factors arewere considered.

The Compensation Committee approved target incentive awards for 20092011 at 100% of base salary for Mr. Marr and Mr. Womble, and 75% of base salary for Mr. Miller and Mr. Moore. The difference is primarily based on the executives’ level of responsibility and retention risk. For 2009,2011, we achieved earnings per share of $.74.$0.83. Our annualized recurring revenue run rate as of December 31, 2011 was $186,510,000 (excluding revenues from a 2011 acquisition), or $2,702,000 above our $21,748,000 target increase. Accordingly, for the sole purpose of computing incentive compensation, our adjusted earnings per share for 2011 was $0.88. Therefore, in February 2010,2012, the Compensation Committee approved an annual cash bonus of 110%130% of the target incentive award, which was consistent with the 20092011 Incentive Compensation Plan approved by the Compensation Committee in February 2009.2011. The Compensation Committee did not grant any additional bonus compensation to any of the Named Executive Officers for 2009.

2011.

Stock Options. A third component to our Named Executive Officers’ 20092011 compensation is stock options. As discussed above, stock options promote long-term performance and serve as a means of attracting, motivating, and retaining executive officers. Stock options also provide a vital link between the long-term results achieved for our stockholders and the rewards provided to executive officers and other key employees. Option holders only

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realize value on stock options if our stock price increases and only if they remain employed with us beyond the date their options vest. When our stock price does not grow, our executives realize little value from this component of their compensation. We believe this is appropriate because our stockholders also would not have benefited significantly from owning our stock.

In February 2009,2011, our Chief Executive Officer recommended stock option grants for our Named Executive Officers. He recommended these grants be made in two equal tranches on June 15 and December 15, which was consistent with our semi-annual grant policy. The 20092011 option grants vest at 20%25% on the firstthird through fifthsixth anniversary of the date of grant and have an exercise price equal to fair market value of our common stock on the grant date. The ten-year option term and five-year vesting period for stock option grants was consistent with stock option grants made to all our employees.

In February 2009,2011, the Compensation Committee preliminarily approved the size of option grants to our Named Executive Officers. In so doing, the Compensation Committee considered many factors, including the fact that our Named Executive Officers’ total compensation is below the average as reflected in the Peer Group and Radford Survey, the recommendation of our Chief Executive Officer, our potential future financial performance, each Named Executive Officer’s experience and level of responsibility, and our retention risk for each Named Executive Officer. The Compensation Committee does not have a set formula by which it determines which of these factors is more or less important, and the specific factors used and their weighting may vary among individual executives. The Compensation Committee also periodically reviews Risk Metrics GroupISS guidelines as to the appropriate level of stock option awards granted for companies of similar characteristics. Prior to June 15 and December 15, 2009,2011, the Compensation Committee approved the actual grants of stock options to each Named Executive Officer as set forth below, the size of which (in number of shares) remained the same as the option grants made to these executives in 2008 (excluding stock options granted in connection with employment agreement renewals in 2008).

         
Name 2008 2009
John S. Marr, Jr.  60,000   60,000 
Dustin R. Womble  50,000   50,000 
Brian K. Miller  40,000   40,000 
H. Lynn Moore, Jr.  40,000   40,000 
below:

Name

  June 15, 2011  December 15, 2011

John S. Marr, Jr.

  36,000  36,000

Dustin R. Womble

  30,000  30,000

Brian K. Miller

  24,000  24,000

H. Lynn Moore, Jr.

  24,000  24,000

Stock option awards are made annually to approximately 2–4% of all employees. The Named Executive Officers were awarded approximately 29% of the total annual recurring stock options granted to employees in 20092011 as part of our annual recurring stock option grant program. In 2009,2011, the percentage of total stock option awards for our annually recurring grants to Named Executive Officers was as follows:

Name

  Percentage of total

annually recurring
Name
stock option awards

John S. Marr, Jr.

  9%9%

Dustin R. Womble

  8%8%

Brian K. Miller

  6%6%

H. Lynn Moore, Jr.

  6%6%

Compensation Mix. The mix of the three key elements of 20092011 Named Executive Officer compensation is designed with the objective of putting a substantial portion of executive pay at risk. While salaries are intended to be assured, the other two elements only have value if earnings per share goals are met and if the value of our common stock increases. We believe that having a larger measure of key pay elements at risk motivates and challenges our Named Executive Officers to achieve positive returns for our stockholders. For 2009,2011, the proportion of pay at risk for our Named Executive Officers was as follows:
             
      Compensation at risk
Name Base Salary Bonus Stock Options
John S. Marr, Jr.  31%  34%  35%
Dustin R. Womble  31%  34%  35%
Brian K. Miller  33%  28%  39%
H. Lynn Moore, Jr.  33%  28%  39%

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     Compensation at risk

Name

  Base Salary Bonus Stock Options

John S. Marr, Jr.

  25% 33% 42%

Dustin R. Womble

  25% 33% 42%

Brian K. Miller

  27% 26% 47%

H. Lynn Moore, Jr.

  27% 26% 47%

The table above depicts the relative mix of pay elements for 2009,2011, made up of base salary earned, annual bonus cash incentive earned in 20092011 (paid in 2010)2012), and the aggregate grant date fair value of stock option grants made to the executive officers. See “Executive Compensation – Summary Compensation Table” for more detail.

Additional Considerations. In addition to the general philosophies and specific considerations discussed above, the Compensation Committee discussed in detail the following in determining total compensation for the Named Executive Officers:

our 2011 anticipated and actual financial performance;

our 2009 financial performance;
terms of employment agreements; and
each Named Executive Officer’s annual incentive compensation plan that had been previously approved.

terms of employment agreements; and

each Named Executive Officer’s annual incentive compensation plan that had been previously approved.

With respect to our Chief Executive Officer’s 20092011 total compensation package, the Compensation Committee also considered the following:

management’s goal of year-over-year improved earnings per share growth;

management’s goal of year-over-year improved earnings per share growth;
management’s focus on strengthening our balance sheet;
management’s strategic mission to increase profitability through sustained internal growth, including software-related revenues;
management’s directive to develop and deploy premier technology through continued investment;
Mr. Marr’s contribution to the achievement of each of these strategic initiatives; and
reference to levels of compensation of other chief executive officers of similar sized, publicly held companies and in similar industries.

management’s focus on strengthening our balance sheet;

management’s strategic mission to increase profitability through sustained internal growth, including growth in recurring revenues;

management’s directive to develop and deploy premier technology through continued investment;

Mr. Marr’s contribution to the achievement of each of these strategic initiatives; and

reference to levels of compensation of other chief executive officers of similar sized, publicly held companies and in similar industries.

After considering all of the factors outlined in this Compensation Discussion and Analysis, the Compensation Committee considered the overall compensation paid to our Named Executive Officers for 20092011 to be appropriate and reasonable.

20102012 Named Executive Officer Compensation

In February 2010,2012, the Compensation Committee met and approved the total compensation packages for each of the Named Executive Officers for 2010,2012, including our Chief Executive Officer. The 20102012 total compensation packages will include the same components as 20092011 with the adjustments as set forth below.

Role of the Chief Executive Officer. In February 2010,2012, our Chief Executive Officer, at the request of the Chairman of the Compensation Committee, attended the Compensation Committee meeting. Mr. Marr was asked to provide senior management’s philosophy regarding executive compensation and short- and long-term objectives for the purpose of assisting the Compensation Committee in establishing 20102012 total compensation for the Named Executive Officers. In addition, Mr. Marr was asked to present the results of the analysis of the Peer Group and Culpepper SurveysRadford Survey as well as the financial outlook for 2010.2012. Mr. Marr noted that the Named Executive Officers’ 20092011 total compensation was below the median and mean as represented by the Peer Group. Mr. Marr made recommendations regarding 20102012 base salary increases, annual bonus performance targets and related minimum and maximum bonus payout potentials, and long-term incentives (stock option awards) for each Named Executive Officer, including himself. Mr. Marr also recommended increasing annual stock option grantsagain adjusting the earnings per share calculation to the Named Executive Officers by 15-20%extent that growth in our year-over-year recurring revenue run rate exceeds our recurring revenue run rate growth target for incentive compensation purposes only. Recurring revenues (e.g., software maintenance and subscription arrangements) build long-term financial stability and drive long-term stockholder value; however, due to software revenue recognition rules, growth in our recurring revenues may not necessarily be reflected in a given year’s annual earnings per year to compensate for the factshare performance. Mr. Marr noted that total annual cash compensation was below the median and mean of the Peer Group, and also recommended changing the vesting schedule for future stock option grants to extend the total vesting period from five years to six years and delay initial vesting by two years, the purpose of which is to more reflectgiven the long-term naturestockholder value of this componentincreasing our recurring revenues, an annual incentive plan should not create any bias towards traditional software license sales versus the sale of executiveor conversion to subscription-based arrangements. Therefore, adjusting our earnings per share to the extent that growth in our year-over-year recurring revenue run rate exceeds our growth target in calculating incentive compensation better aligns management and stockholder short-term and long-term interests and provides a more meaningful measure than growth in earnings per share alone. The recurring revenue financial measure will also be added to further alignincentive plans throughout the interests of the Named Executive Officers with those of the stockholders. Mr. Marr also recommended the adoption of an Executive Compensation Recovery Policy to promote further accountability among senior management as well as to discourage any excessive risk taking.organization. Mr. Marr was excused from the meeting after his presentation and did not participate in the Compensation Committee’s discussion of executive compensation for 2010.2012. The Compensation Committee has the authority to accept, reject, or modify the Chief Executive Officer’s recommendations.

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20102012 Compensation Committee / Board of Director Actions. In February 2010,2012, the Compensation Committee approved the following 20102012 total compensation for the Named Executive Officers and other measures:

Base Salary. For 2010,2012, the Compensation Committee approved a 3%4% increase for each of the Named Executive Officer’s annual base salary.

Annual Cash Bonus. For 2010,2012, the Compensation Committee elected to leave target bonus awards unchanged at 100% of base salary for Mr. Marr and Mr. Womble, and 75% of base salary for Mr. Miller and Mr. Moore. The Compensation Committee further approved the 20102012 Incentive Compensation Plan for the Named Executive Officers as well as all employees at graduated scale levels similar to the 20092011 Incentive Compensation Plan. Under the 2010 Incentive Compensation Plan toTo earn 100% of the target bonus for 2010,under the 2012 Incentive Compensation Plan, the Company must achieve the earnings per share goal of $0.84$0.98 to $0.869, which$0.999, as adjusted on an after-tax basis to the extent that our year-over-year annualized recurring revenue run rate exceeds our growth target. As of December 31, 2011, our annualized recurring revenue run rate (including revenues from a 2011 acquisition) was $195,708,000 and our target increase for 2012 is $21,868,000. Therefore, to the extent that our annualized recurring revenue run rate as of December 31, 2012 exceeds $217,576,000, then such excess shall be calculated on an after-tax basis and used to adjust our earnings per share for the sole purpose of computing incentive compensation. The target bonus is based on our operating plan that formed the basis of our published 2010 earnings guidance and was reviewed by our Board of Directors. In order to achieve the threshold bonus of 40%30% of target, the Company must achieve 79%71% of the as-adjusted earnings per share goal, or a range of $0.66$0.70 to $0.689.

$0.719.

Stock Options. For 2010,2012, the Compensation Committee preliminarily approved a 20% increase in the stock option grants to the Named Executive Officers fromin an amount consistent with the 20092011 stock option grants, which will be issued on or about June 15 and December 15, 2010,2012, subject to final approval by the Compensation Committee. In addition, the Compensation Committee approved a change in the vesting of options granted in 2010 and thereafter. Prior to 2010, all stock options granted to the Named Executive Officers vested at 20% per year on the first through the fifth anniversary of the date of grant. Options granted to the Named Executive Officers beginning in 20102012 shall vest at 25% per year on the third through the sixth anniversary of the date of grant. The Compensation Committee believes that the delayed and extended vesting schedule emphasizes the long-term nature of this compensation component, thereby further aligning the interests of the Named Executive Officers with those of the stockholders.

Executive Compensation Recovery Policy.

Accountability is a fundamental value to Tyler Technologies. To reinforce this value through our executive compensation program, the Board of Directors adopted an Executive Compensation Recovery Policy in February 2010. The policy applies to our Named Executive Officers, division presidents, senior financial management, and division controllers and is included in the executive compensation plans for each such individual beginning January 1, 2010.

individual. Under this policy, if, in the opinion of the independent directors of the Board, an executive engages in fraud or intentional misconduct that causes a material restatement of our financial statements, then the independent directors shall have the discretion to use their best efforts to remedy the misconduct and prevent its recurrence. Based upon the facts and circumstances surrounding the restatement, the independent directors may direct us to recover all or a portion of any bonus or incentive compensation paid, adjust the future compensation of the executive, and dismiss, or take legal action against, the executive, in each case as the independent directors determinesdetermine is in our best interests. The remedies that may be sought by the independent directors are subject to a number of conditions, including, that: (1) the bonus or incentive compensation to be recouped was calculated based upon the financial results that were restated; (2) the executive in question engaged in fraud or intentional misconduct; and (3) the bonus or incentive compensation calculated under the restated financial results is less than the amount actually paid or awarded.

Other Compensation Topics

Benefits. Our Named Executive Officers are eligible for the same benefits made available to other full-time employees generally, including our 401(k) Savings Plan, Employee Stock Purchase Plan,ESPP, health and dental care plans, life insurance plans, disability plans, and other welfare benefit programs.

Severance and Change in Control Agreements. Our Named Executive Officers have employment contracts that provide for a severance payment equal to each executive’s base salary and target bonus and a non-compete payment equal to his base salary and target bonus upon the executive’s termination of employment without cause, or upon the executives’ termination of employment upon a change in control. In addition, upon a change in control all unvested options previously granted to each Named Executive Officer would immediately become vested and exercisable. For more information, see “Compensation Discussion and Analysis – Employment Contracts.”

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Tax Consequences of Certain Forms of Compensation. The following is a summary of principal federal income tax consequences of certain transactions under our compensation plan. It does not describe all federal tax consequences of our compensation plan, nor does it describe state and local tax consequences.

Incentive Options. No taxable income is generally realized by the optionee upon the grant or exercise of an incentive option. If shares issued to an optionee pursuant to the exercise of an incentive option are sold or transferred after two years from the date of grant and after one year from the date of exercise, then upon sale of such shares, any amount realized in excess of the incentive option price will be taxed to the optionee as a long-term capital gain, any loss sustained will be a long-term capital loss, and we will not be entitled to any deduction for federal income tax purposes. The exercise of an incentive option will give rise to an item of tax preference that may result in alternative minimum tax liability for the optionee.

If shares acquired upon the exercise of an incentive option are disposed of prior to the expiration of the two-year and one-year holding periods described above, generally the optionee will realize ordinary income in the year of disposition in an amount equal to the excess, if any, of the fair market value of the shares at exercise over the option price and we will be entitled to deduct such amount. Special rules will apply where all or a portion of the exercise price of the stock option is paid by tendering shares.

Non-Qualified Options. We also grant to executives non-qualified stock options that do not qualify for the tax treatment described above. No income is realized by the optionee at the time the option is granted. Generally, at exercise, ordinary income is realized by the optionee in an amount equal to the difference between the option price and the fair market value of the shares on the date of exercise, and we receive a tax deduction for the same amount. At disposition, appreciation or depreciation after the date of exercise is treated as either short-term or long-term capital gain or loss depending on how long the shares have been held. Special rules apply where all or a portion of the exercise price of the non-qualified option is paid by tendering shares. Upon exercise, the optionee will also be subject to Social Security taxes on the excess of the fair market value over the exercise price of the option.

Employment Contracts

In February 2008, we entered into five-year employment agreements with John S. Marr, Jr., Dustin R. Womble, Brian K. Miller, and H. Lynn Moore, Jr. Under the terms of the agreements, Messrs. Marr, Womble, Miller and Moore will receive minimum base salaries of $395,000, $333,000, $250,000, and $250,000, respectively. They also participate in performance bonus or incentive compensation plans made available to our comparable-level employees and receive all employee benefits and perquisites normally offered to our executive employees. Each agreement provides for a severance payment equal to each executive’s base salary and target bonus and a non-compete payment equal to his base salary and target bonus upon the executive’s termination of employment without cause, or upon the executives’ termination of employment upon a change in control. A change in control is defined as our merger or consolidation into an unaffiliated entity, our dissolution or liquidation, the sale of all or substantially all of our assets, the acquisition by any person, entity or group of more than 50% of our voting stock, or a change in the majority of our Board of Directors that was not approved by the then existing directors. In addition to the severance payment and the non-compete payment, each agreement also provides that we will continue to provide medical benefits for twelve months after the date of termination. In the event of a change in control, all unvested options previously granted to Messrs. Marr, Womble, Miller, and Moore would immediately become vested and exercisable.

In addition, the employment agreements provided that Messrs. Marr, Womble, Miller, and Moore be granted options to purchase respectively 400,000, 250,000, 150,000, and 150,000 shares of Tyler’s common stock. The options were granted at an exercise price equal to the closing market price of Tyler’s common stock as reported by the New York Stock Exchange as of the effective date of the grant (May 15, 2008). The options vest in equal installments on the first, second, third, fourth, and fifth anniversary of the date of grant and are subject to terms and conditions of the 2000 Stock Option Plan and our standard option agreement under that plan.

We developed a standard severance package for our Named Executive Officers because we believe it is necessary to attract and retain qualified executive officers and to minimize the distraction caused by a potential transaction and reduce the risk that an executive officer departs Tyler before an acquisition is consummated. We believe that a pre-existing plan allows our executive officers to focus on continuing normal business operations and on the success of a potential business combination, rather than on seeking alternative employment. We further

29


believe that our employment agreements ensure stability and will enable our executive officers to maintain a balanced perspective in making overall business decisions during a potentially uncertain period. The Compensation Committee applied its best judgment in developing the severance package after considering each executive’s overall compensation package, the rapidly changing environment for technology-based companies, the average time required to obtain employment for equivalent job duties, and the amount of payment made to executives in the event of termination without cause or upon a change in control.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board of Directors, and the Board of Directors has approved, that the Compensation Discussion and Analysis be included in this proxy statement.

This report is submitted by the Compensation Committee.

Michael D. Richards, Chairman

J. Luther King, Jr.

G. Stuart Reeves

Compensation Committee Interlocks and Insider Participation

In 2009,2011, the Compensation Committee consisted of Michael D. Richards (Chairman), J. Luther King, Jr., and G. Stuart Reeves. No member of the Compensation Committee was an officer or employee of Tyler. None of our executive officers served on the Compensation Committeecompensation committee or equivalent of any other entity.

30


EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth certain information regarding the compensation paid to our Named Executive Officers for all of the services they rendered to us during 2009, 2008,2011, 2010, and 2007.

                                     
                          Change in    
                          Pension Value    
                          and    
                          Nonqualified    
                      Non-Equity Deferred    
              Stock Option Incentive Plan Compensation All Other  
      Salary Bonus Awards Awards Compensation Earnings Compensation  
Name and Principal Position Year ($) ($) ($) ($) (1) ($) (2) ($) ($) (3) Total ($)
John S. Marr, Jr.  2009  $407,000          $457,551  $447,700      $9,901  $1,322,152 
Chief Executive Officer  2008  $395,000          $3,208,500  $671,500      $8,301  $4,283,301 
and President  2007  $380,000          $605,652  $430,000      $8,176  $1,423,828 
                                     
Dustin R. Womble  2009  $343,000          $381,293  $377,300      $16,471 (3) $1,118,064 
Executive Vice  2008  $333,000          $2,083,750  $566,100      $14,131 (3) $2,996,981 
President; Chief  2007  $320,000          $504,710  $320,000      $19,170 (3) $1,163,880 
Executive Officer of both the Courts and Justice division and Local Government division                                    
                                     
Brian K. Miller  2009  $257,500          $305,034  $212,438      $2,776  $777,748 
Executive Vice President,  2008  $250,000          $1,313,000  $318,750      $5,940  $1,887,690 
Chief Financial  2007  $235,000          $302,826  $117,500      $4,668  $659,994 
Officer and Treasurer                                    
                                     
H. Lynn Moore, Jr.  2009  $257,500          $305,034  $212,438      $3,856  $778,828 
Executive Vice President,  2008  $250,000          $1,313,000  $318,750      $2,376  $1,884,126 
General Counsel and  2007  $235,000          $302,826  $117,500      $2,224  $657,550 
Secretary                                    
                                     
2009:

Name and Principal Position

  Year   Salary
($)
   Bonus
($)
  Stock
Awards
($)
  Option
Awards
($) (1)
   Non-Equity
Incentive Plan
Compensation
($) (2)
   Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings

($)
  All Other
Compensation
($)
      Total
($)
 

John S. Marr, Jr.

   2011    $428,500        $722,139    $557,050      $14,901     (3 $1,722,590  

Chief Executive Officer

   2010    $420,000        $557,201    $210,000      $16,101     (3 $1,203,302  

and President

   2009    $407,000        $457,551    $447,700      $9,901     (3 $1,322,152  

Dustin R. Womble

   2011    $360,000        $601,782    $468,000      $18,371     (4 $1,448,153  

Executive Vice President

   2010    $353,000        $464,334    $176,500      $12,534     (4 $1,006,368  
   2009    $343,000        $381,293    $377,300      $16,471     (4 $1,118,064  

Brian K. Miller

   2011    $270,500        $481,425    $263,738      $9,750     $1,025,413  

Executive Vice President,

   2010    $265,000        $371,468    $99,375      $9,726     $745,569  

Chief Financial

   2009    $257,500        $305,034    $212,438      $2,776     $777,748  

Officer and Treasurer

                   

H. Lynn Moore, Jr.

   2011    $270,500        $481,425    $263,738      $8,500     $1,024,163  

Executive Vice President,

   2010    $265,000        $371,468    $99,375      $7,350     $743,193  

General Counsel and Secretary

   2009    $257,500        $305,034    $212,438      $3,856     $778,828  

(1)Represents aggregate grant date fair value of awards granted and calculated in accordance with Accounting Standards Codification Topic 718, Stock Compensation. Such grants provide our executive officers the opportunity to purchase shares of Tyler common stock at some future date at the fair market value of the stock on the date of grant. For additional information on the valuation assumptions, refer to note 10 of the Tyler Technologies’ financial statements in the Form 10-K for the year ended December 31, 2009,2011, as filed with the SEC. This fair value does not represent cash received by the executive in 2009,2011, but potential earnings contingent on Tyler’s future performance. Stock option grants are designed to provide long-term (up to ten years) incentives and rewards linked directly to the price of our common stock. Stock options add value to the recipient only when stockholders benefit from stock price appreciation and, as such, further align management’s interest with those of our stockholders.
Option awards in 2008 include stock options granted in connection with employment agreement renewals as well as normal recurring annual stock options grants.
(2)These amounts consist of amounts earned under Tyler’s bonus plan for each respective year and paid in the following year.
(3)All other compensation includes amounts contributed or accrued by Tyler under our 401(k) Savings Plan, personal use of a company automobile by Mr. Marr, and tickets to sporting events,events.
(4)All other compensation includes amounts contributed or accrued by Tyler under our 401(k) Savings Plan, a charitable donation made on behalf of Mr. Womble, and disability insurance premiums paid on behalf of Mr. Womble.Womble and tickets to sporting events.

31


Grants of Plan-Based Awards in 20092011

The following table sets forth certain information relating to grants of plan-based awards to the Named Executive Officers during 2009.

                                             
                              All Other      
                              Stock All Other    
                              Awards: Option Awards:    
                              Number of Number of Exercise or  
      Estimated Future Payouts Under Non-Equity Estimated Future Payouts Under Equity Shares of Securities Base Price of  
      Incentive Plan Awards (1) Incentive Plan Awards Stock or Underlying Option Grant Date Fair Value
  Grant Threshold Target Maximum Threshold Target Maximum Units Options Awards of Stock and Option
Name Date ($) ($) ($) (#) (#) (#) (#) (#) (2) ($/Sh) Awards (3)($)
John S. Marr, Jr.  2/25/2009  $  $407,000  $732,600                             
   6/15/2009                               30,000  $16.33  $216,204 
   12/15/2009                               30,000  $19.20  $241,347 
                                             
Dustin R. Womble  2/25/2009  $  $343,000  $617,400                             
   6/15/2009                               25,000  $16.33  $180,170 
   12/15/2009                               25,000  $19.20  $201,123 
                                             
Brian K. Miller  2/25/2009  $  $193,125  $347,625                             
   6/15/2009                               20,000  $16.33  $144,136 
   12/15/2009                               20,000  $19.20  $160,898 
                                             
H. Lynn Moore, Jr.  2/25/2009  $  $193,125  $347,625                             
   6/15/2009                               20,000  $16.33  $144,136 
   12/15/2009                               20,000  $19.20  $160,898 
                                             
2011:

   Grant Date   Estimated Future Payouts Under
Non-Equity Incentive Plan Awards (1)
   All Other Option
Awards: Number of
Securities

Underlying Options
(#) (2)
   Exercise or
Base Price of
Option Awards

($/Sh)
   Grant Date
Fair Value of
Stock and
Option  Awards

($) (3)
 

Name

    Target
($)
   Maximum ($)       

John S. Marr, Jr.

   2/23/2011    $428,500    $685,600        
   6/15/2011    $—      $—       36,000    $24.08    $330,437  
   12/15/2011    $—      $—       36,000    $29.72    $391,702  

Dustin R. Womble

   2/23/2011    $360,000    $576,000        
   6/15/2011    $—      $—       30,000    $24.08    $275,364  
   12/15/2011    $—      $—       30,000    $29.72    $326,418  

Brian K. Miller

   2/23/2011    $202,875    $324,600        
   6/15/2011    $—      $—       24,000    $24.08    $220,291  
   12/15/2011    $—      $—       24,000    $29.72    $261,134  

H. Lynn Moore, Jr.

   2/23/2011    $202,875    $324,600        
   6/15/2011    $—      $—       24,000    $24.08    $220,291  
   12/15/2011    $—      $—       24,000    $29.72    $261,134  

(1)The target and maximum plan award amounts reported in these columns are derived from our 20092011 Bonus Plan. The actual payout amounts for 20092011 are set forth in the Non-Equity Incentive Plan Compensation column of our Summary Compensation Table above.Table.
(2)The options awarded on June 15, 20092011 and December 15, 20092011 were granted as part of Tyler’s broad-based annual stock option grant. The options vest and become exercisable in five equal annual installments from25% per year on the third through the sixth anniversary of the date of grant and have a contractual term of ten years. The option terms are the same for substantially all the options granted to employees on June 15, 20092011 and December 15, 2009.2011; certain key employees who are closer to retirement age may, in the discretion of our chief executive officer, receive shorter vesting periods.
(3)The aggregate grant date fair value is determined in accordance with Accounting Standards Codification Topic 718, Stock Compensation, and does not represent cash received by the Named Executive Officers in 2009.2011. The grant date fair value represents potential earnings contingent on Tyler’s future performance. Stock option grants are designed to provide long-term (up to ten years) incentives and rewards linked directly to the price of our common stock. Stock options add value to the recipient only when stockholders benefit from stock price appreciation and, as such, further align management’s interest with those of our stockholders.

32


Outstanding Equity Awards at Year-End

The following table shows outstanding equity awards for each of the Named Executive Officers at December 31, 2009:

                                     
  Option Awards Stock Awards
          Equity Incentive             Market    
          Plan Awards:         Number Value of Equity Incentive Equity Incentive
  Number of Number of Number of         of Shares Shares or Plan Awards: Plan Awards:
  Securities Securities Securities         or Units Units of Number of Market or Payout
  Underlying Underlying Underlying         of Stock Stock Unearned Shares, Value of Unearned
  Unexercised Unexercised Unexercised Option     That Have That Have Units or Other Shares, Units or
  Options Options Unearned Exercise Option Not Not Rights That Have Other Rights That
  (#) (#) Options Price Expiration Vested Vested Not Vested Have Not Vested
Name Exercisable Unexercisable (#) ($) Date (#) ($) (#) ($)
John S. Marr, Jr.  500,000        $4.58   7/1/2013                 
   80,000   20,000     $7.52   7/26/2015                 
   12,000   18,000     $13.29   3/2/2017                 
   12,000   18,000     $12.26   6/15/2017                 
   12,000   18,000     $14.93   12/14/2017                 
   80,000   320,000     $15.00   5/15/2018                 
   6,000   24,000     $14.98   6/13/2018                 
   6,000   24,000     $12.14   12/15/2018                 
      30,000     $16.33   6/15/2019                 
      30,000     $19.20   12/15/2019                 
                                     
Dustin R. Womble  22,014        $3.60   3/4/2013                 
   121,614        $4.58   7/1/2013                 
   80,000   20,000     $7.52   7/26/2015                 
   60,000   40,000     $11.02   7/26/2016                 
   10,000   15,000     $13.29   3/2/2017                 
   10,000   15,000     $12.26   6/15/2017                 
   10,000   15,000     $14.93   12/14/2017                 
   50,000   200,000     $15.00   5/15/2018                 
   5,000   20,000     $14.98   6/13/2018                 
   5,000   20,000     $12.14   12/15/2018                 
      25,000     $16.33   6/15/2019                 
      25,000     $19.20   12/15/2019                 
                                     
Brian K. Miller  53,188   16,000     $7.52   7/26/2015                 
   6,000   9,000     $13.29   3/2/2017                 
   6,000   9,000     $12.26   6/15/2017                 
   6,000   9,000     $14.93   12/14/2017                 
   30,000   120,000     $15.00   5/15/2018                 
   4,000   16,000     $14.98   6/13/2018                 
   4,000   16,000     $12.14   12/15/2018                 
      20,000     $16.33   6/15/2019                 
      20,000     $19.20   12/15/2019                 
 
H. Lynn Moore, Jr.  64,000   16,000     $7.52   7/26/2015                 
   6,000   9,000     $13.29   3/2/2017                 
   6,000   9,000     $12.26   6/15/2017                 
   6,000   9,000     $14.93   12/14/2017                 
   30,000   120,000     $15.00   5/15/2018                 
   4,000   16,000     $14.98   6/13/2018                 
   4,000   16,000     $12.14   12/15/2018                 
      20,000     $16.33   6/15/2019                 
      20,000     $19.20   12/15/2019                 
                                     

33

2011:


   Option Awards 
   Number of Securities
Underlying
Unexercised Options (#)
   Number of Securities
Underlying Unexercised
Options (#)(1)
   Option Exercise Price
($)
   Option Expiration Date 

Name

  Exercisable   Unexercisable     

John S. Marr, Jr.

   200,000     —      $4.58     7/1/2013  
   100,000     —      $7.52     7/26/2015  
   24,000     6,000    $13.29     3/2/2017  
   24,000     6,000    $12.26     6/15/2017  
   24,000     6,000    $14.93     12/14/2017  
   240,000     160,000    $15.00     5/15/2018  
   18,000     12,000    $14.98     6/13/2018  
   18,000     12,000    $12.14     12/15/2018  
   12,000     18,000    $16.33     6/15/2019  
   12,000     18,000    $19.20     12/15/2019  
   —       36,000    $16.61     6/15/2020  
   —       36,000    $21.11     12/15/2020  
   —       36,000    $24.08     6/15/2021  
   —       36,000    $29.72     12/15/2021  

Dustin R. Womble

   22,014     —      $3.60     3/4/2013  
   86,614     —      $4.58     7/1/2013  
   100,000     —      $7.52     7/26/2015  
   100,000     —      $11.02     7/26/2016  
   20,000     5,000    $13.29     3/2/2017  
   20,000     5,000    $12.26     6/15/2017  
   20,000     5,000    $14.93     12/14/2017  
   150,000     100,000    $15.00     5/15/2018  
   15,000     10,000    $14.98     6/13/2018  
   15,000     10,000    $12.14     12/15/2018  
   10,000     15,000    $16.33     6/15/2019  
   10,000     15,000    $19.20     12/15/2019  
   —       30,000    $16.61     6/15/2020  
   —       30,000    $21.11     12/15/2020  
   —       30,000    $24.08     6/15/2021  
   —       30,000    $29.72     12/15/2021  

Brian K. Miller

   36,485     —      $7.52     7/26/2015  
   12,000     3,000    $13.29     3/2/2017  
   12,000     3,000    $12.26     6/15/2017  
   12,000     3,000    $14.93     12/14/2017  
   90,000     60,000    $15.00     5/15/2018  
   12,000     8,000    $14.98     6/13/2018  
   12,000     8,000    $12.14     12/15/2018  
   8,000     12,000    $16.33     6/15/2019  
   8,000     12,000    $19.20     12/15/2019  
   —       24,000    $16.61     6/15/2020  
   —       24,000    $21.11     12/15/2020  
   —       24,000    $24.08     6/15/2021  
   —       24,000    $29.72     12/15/2021  

H. Lynn Moore, Jr.

   80,000     —      $7.52     7/26/2015  
   12,000     3,000    $13.29     3/2/2017  
   12,000     3,000    $12.26     6/15/2017  
   12,000     3,000    $14.93     12/14/2017  
   90,000     60,000    $15.00     5/15/2018  
   12,000     8,000    $14.98     6/13/2018  
   12,000     8,000    $12.14     12/15/2018  
   8,000     12,000    $16.33     6/15/2019  
   8,000     12,000    $19.20     12/15/2019  
   —       24,000    $16.61     6/15/2020  
   —       24,000    $21.11     12/15/2020  
   —       24,000    $24.08     6/15/2021  
   —       24,000    $29.72     12/15/2021  

(1)Stock options expire on the tenth anniversary of the date of grant. Stock options granted prior to 2010 vest and become exercisable in equal installments on the first, second, third, fourth, and fifth anniversaries of the date of grant. Stock options granted in 2010 and 2011 vest and become exercisable in equal installments on the third, fourth, fifth, and sixth anniversaries of the date of grant.

Option Exercises and Stock Vested

The following table shows stock option exercises during 20092011 by each of the Named Executive Officers:

                 
  Option Awards Stock Awards
  Number of Shares     Number of Shares  
  Acquired on Value Realized Acquired on Value Realized
  Exercise on Exercise Vesting on Vesting
Name (#) ($) (#) ($)
John S. Marr, Jr.    $         
 
Dustin R. Womble  30,000  $394,100         
 
Brian K. Miller  25,812  $301,965         
 
H. Lynn Moore, Jr.  20,000  $298,860         

   Option Awards 
   Number of Shares
Acquired on Exercise
   Value Realized on Exercise 

Name

  (#)   ($) 

John S. Marr, Jr.

   —      $—    

Dustin R. Womble

   35,000    $851,630  

Brian K. Miller

   17,703    $413,657  

H. Lynn Moore, Jr.

   —      $—    

Potential Payments under Employment Contracts

The Named Executive Officers would have been eligible to receive the payments set forth in the table below had their employment been terminated on December 31, 2009,2011, including if a change in control had occurred during 2009.

                     
  Termination Without Cause Upon a Change in Control
  Lump Sum     Lump Sum    
  Severance and Continuation of Severance and Continuation of Accelerated
  Non-Compete Health Care Non-Compete Insurance Vesting of Stock
Name Payment Benefit Payment Benefit Options
John S. Marr, Jr. $1,628,000  $12,420  $1,628,000  $12,420  $2,910,306 
 
Dustin R. Womble $1,372,000  $11,461  $1,372,000  $11,461  $2,177,961 
 
Brian K. Miller $901,250  $12,516  $901,250  $12,516  $1,323,296 
 
H. Lynn Moore, Jr. $901,250  $12,420  $901,250  $12,420  $1,323,296 

34

2011.


   Termination Without Cause   Upon a Change in Control 

Name

  Lump Sum
Severance and
Non-Compete Payment
   Continuation of Health
Care Benefit
   Lump Sum
Severance and
Non-Compete Payment
   Continuation of
Health Care Benefit
   Accelerated
Vesting of Stock
Options
 

John S. Marr, Jr.

  $1,714,000    $12,084    $1,714,000    $12,084    $2,297,542  

Dustin R. Womble

  $1,440,000    $12,181    $1,440,000    $12,181    $1,734,887  

Brian K. Miller

  $946,750    $12,181    $946,750    $12,181    $1,260,168  

H. Lynn Moore, Jr.

  $946,750    $12,181    $946,750    $12,181    $1,260,168  

Director Compensation

The following table sets forth a summary of the compensation paid to our non-employee directors in 2009.

                             
                  Change in    
                  Pension Value    
                  and
Nonqualified
    
  Fees Earned         Non-Equity Deferred    
  or Paid in     Option Incentive Plan Compensation All Other  
  Cash Stock Awards Awards Compensation Earnings Compensation Total
Name ($) (1) ($) ($) (2) ($) ($) ($) ($)
Donald R. Brattain $47,500      $31,400 (3)             $78,900 
 
J. Luther King, Jr. $38,000      $31,400 (4)             $69,400 
 
G. Stuart Reeves $38,750      $31,400 (5)             $70,150 
 
Michael D. Richards $27,500      $31,400 (6)             $58,900 
2011:

000000000000000000000000

Name

  Fees Earned or Paid in Cash
($) (1)
   Option Awards ($) (2)  Total ($) 

Donald R. Brattain

  $46,000    $43,488  (3)  $89,488  

J. Luther King, Jr.

  $33,500    $43,488  (4)  $76,988  

G. Stuart Reeves

  $38,250    $43,488  (5)  $81,738  

Michael D. Richards

  $27,000    $43,488  (6)  $70,488  

(1)Non-employee directors receive the following compensation:

An annual retainer of $25,000 for the chairman of the Audit Committee and $15,000 for the other non-employee directors.

A fee of $2,500 for each Board meeting attended in person and $1,250 for each Board meeting attended via telephone.

A fee of $2,500 for each Audit Committee meeting attended in person and $1,250 for each Audit Committee meeting attended via telephone.

A fee of $1,000 for each Compensation Committee meeting attended in person and $500 for each Compensation Committee meeting attended via telephone.

A fee of $1,000 for each Nominating and Governance Committee meeting attended in person and $500 for each Nominating and Governance Committee meeting attended via telephone.

Reimbursement for reasonable out-of-pocket expenses incurred in connection with travel to and from, and attendance at, meetings of the Board of Directors or its committees and related activities.

An annual retainer of $25,000 for the chairman of the Audit Committee and $15,000 for the other non-employee directors.
A fee of $2,500 for each Board meeting attended in person and $1,250 for each Board meeting attended via telephone.
A fee of $2,500 for each Audit Committee meeting attended in person and $1,250 for each Audit Committee meeting attended via telephone.
A fee of $1,000 for each Compensation Committee meeting attended in person and $500 for each Compensation Committee meeting attended via telephone.
A fee of $1,000 for each Nominating and Governance Committee meeting attended in person and $500 for each Nominating and Governance Committee meeting attended via telephone.
Reimbursement for reasonable out-of-pocket expenses incurred in connection with travel to and from, and attendance at, meetings of the Board of Directors or its committees and related activities.
(2)Represents aggregate grant date fair value of awards granted in 20092011 and calculated in accordance with Accounting Standards Codification Topic 718, Stock Compensation. Such grants provide our directors the opportunity to purchase shares of Tyler common stock at some future date at the fair market value of the stock on the date of grant. In May 2009,2011, our directors were each granted options to purchase 5,000 shares of Tyler common stock at $15.69$24.70 per share. The fair value for the options granted to our non-employee directors was actuarially determined to be $6.28$8.70 per option share. This value does not represent cash received by our directors in 2009,2011, but potential earnings contingent on Tyler’s future performance. Stock option grants are designed to provide long-term (up to ten years) incentives and rewards linked directly to the price of our common stock. Stock options add value to the recipient only when stockholders benefit from stock price appreciation and, as such, further align our director’s interest with those of our stockholders.
(3)Total aggregate shares underlying outstanding stock options as of December 31, 20092011 were 45,000.25,000.
(4)Total aggregate shares underlying outstanding stock options as of December 31, 20092011 were 45,000.55,000.

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(5)Total aggregate shares underlying outstanding stock options as of December 31, 20092011 were 115,000.45,000.
(6)Total aggregate shares underlying outstanding stock options as of December 31, 20092011 were 55,000.45,000.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee assists the Board of Directors in fulfilling its responsibilities for general oversight of the integrity of our financial statements, our compliance with legal and regulatory requirements, the independent auditors’ qualifications and independence, the performance of our independent auditors, the effectiveness of our disclosure controls and of our internal control over financial reporting, and risk assessment and risk management. The Audit Committee manages the relationship with our independent auditors (who report directly to the Audit Committee). The Audit Committee has the authority to obtain advice and assistance from outside legal, accounting, or other advisors as the Audit Committee deems necessary to carry out its duties and to receive appropriate funding, as determined by the Audit Committee, from us for such advice and assistance.

Management has the primary responsibility for our reporting process, including our systems of internal controls, and for preparing our financial statements. In fulfilling its oversight responsibilities, the Audit Committee reviewed with management the audited financial statements contained in the Annual Report, including a detailed discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of the significant judgments, and the clarity of disclosures in the financial statements.

The Audit Committee meets with the independent auditors, with and without management present, to discuss the overall scope and plans for the audits and the results of their examinations. The Audit Committee reviewed with the independent auditors, who are responsible for expressing an opinion on the conformity of those audited financial statements with accounting principles generally accepted in the United States, their judgments as to the quality, not just the acceptability, of the accounting principles and such other matters as are required to be discussed under Statement of Auditing Standards No. 61, Communications with Audit Committees (SAS 61), as amended and as adopted by the Public Company Accounting Oversight Board (PCAOB) in Rule 3200T. The Audit Committee also reviewed management’s report on internal control over financial reporting and the independent registered public accounting firm’s related opinions. In addition, the Audit Committee received from the independent auditors written disclosures regarding the auditors’ independence required by PCAOB Ethics and Independence Rule 3526, Communications with Audit Committees Concerning Independence, and has discussed with the independent auditors, the independent auditors’ independence. The Audit Committee met fivefour times during 2009.

2011.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors (and the Board approved) that the audited financial statements be included in the Annual Report on Form 10-K for the fiscal year ended December 31, 20092011 for filing with the SEC.

This report is submitted by the Audit Committee.

Donald R. Brattain, Chairman

J. Luther King, Jr.

G. Stuart Reeves

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Our directors and executive officers seek approval from the Board of Directors prior to entering into a business arrangement that may be deemed a conflict of interest as described in our Code of Business Conduct and Ethics. Examples of transactions that may be considered a conflict of interest include:

to receive or give more than a token value to anyone that has a business relationship with us;

to receive or give more than a token value to anyone that has a business relationship with us;
to lend to or borrow from individuals or concerns that do business with or compete with us, except banks and other financial institutions;
to serve as an officer, director, employee, or consultant or receive income from any enterprise doing business with or competing with us;
to own an interest in or engage in the management of an organization providing services or products to us, or to which we sell or compete, except when such interest (a) comprises publicly traded securities listed on a national securities exchange or the OTC margin list and (b) is not in excess of 5% of the securities of such company; and
to knowingly cause, either directly or indirectly, us to enter into a business transaction with a close relative of the director or executive officer or a business enterprise of such relative.

to lend to or borrow from individuals or concerns that do business with or compete with us, except banks and other financial institutions;

to serve as an officer, director, employee, or consultant or receive income from any enterprise doing business with or competing with us;

to own an interest in or engage in the management of an organization providing services or products to us, or to which we sell or compete, except when such interest (a) comprises publicly traded securities listed on a national securities exchange or the OTC margin list and (b) is not in excess of 5% of the securities of such company; and

to knowingly cause, either directly or indirectly, us to enter into a business transaction with a close relative of the director or executive officer or a business enterprise of such relative.

In addition, we review, on an annual basis, our financial records to ensure all related party transactions are identified, quantified, and adequately disclosed. Also, each director and executive officer must disclose in writing any known related party transactions associated with completion of the annual director and officer questionnaire.

In 2009,2011, we made lease payments of $2.0$1.8 million for certain office space in Falmouth, Maine, to an entity in which Mr. Marr’s father and brother have a 100% ownership interest. The lease is at current prevailing fair market rates for the area. John S. Marr, Jr. does not have an interest in the entity that leases property to us and the lease arrangement existed at the time we acquired the division that occupies this property. We employ Dane L. Womble, a brother of Dustin R. Womble. Dane L. Womble received $227,000$269,381 in salary and bonus compensation in 20092011 in exchange for services rendered.

MULTIPLE STOCKHOLDERS SHARING THE SAME ADDRESS

If you and other residents at your mailing address own shares of common stock in street name, your broker or bank may have sent you a notice that your household will receive only one annual reportAnnual Report and proxy statement. This practice is known as “householding,” designed to reduce our printing and postage costs. However, if any stockholder residing at such an address wishes to receive a separate annual reportAnnual Report or proxy statement, he or she may telephone the Investor Relations Department at 972-713-3714 or write to it at Tyler Technologies, Inc., 5949 Sherry Lane, Suite 1400, Dallas, Texas 75225.

75225, and a separate copy will be delivered to you promptly.

STOCKHOLDER PROPOSALS

Any proposal that a stockholder desires to present at the 20112013 annual meeting must be received by us at our corporate headquarters no later than December 1, 2010.

2, 2012.

By Order of the Board of Directors,

/s/ H. Lynn Moore, Jr.

H. Lynn Moore, Jr.

Executive Vice President,

General Counsel, and Secretary

Dallas, Texas
March 31, 2010

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April 10, 2012

APPENDIX A

TYLER TECHNOLOGIES, INC.
2010

2004 EMPLOYEE STOCK OPTIONPURCHASE PLAN

(AMENDED AND RESTATED EFFECTIVE JUNE 1, 2012)

1.ESTABLISHMENT, PURPOSE AND TERM OF PLAN.

1.1 Establishment.

          1.ESTABLISHMENT OF PLAN. The Tyler Technologies, Inc. establishes the “Tyler Technologies, Inc. 20102004 Employee Stock OptionPurchase Plan (the “Original Plan) was established effective as of May 13, 2010July 1, 2004 (the “Effective Date”Effective Date). Options grantedThe Original Plan is hereby amended and restated effective as of June 1, 2012 (as so amended and restated, the “Plan”).

1.2 Purpose.The purpose of the Plan is to align the interests of the Company with its stockholders by providing an incentive to attract, retain and reward Eligible Employees of the Participating Company Group and by motivating such persons to contribute to the growth and profitability of the Participating Company Group. The Plan is intended to provide such Eligible Employees with an opportunity to acquire a proprietary interest in the Company through the purchase of Stock pursuant to grants under a series of Purchase Rights. The Company intends that the Plan qualify as an “employee stock purchase plan” under Section 423 of the Code (including any amendments or replacements of such section), and the Plan shall be so construed. The Purchase Rights granted under an Offering are subject to the termsapproval of the Plan as set forth herein, as it may be amended from time to time.

          2.PURPOSE.The purposes ofby the Plan are to (i) offer selected Employees, Directors and Consultants an equity ownership interest and opportunity to participate in the growth and financial successstockholders of the Company (ii) provideas required for the CompanyPlan to obtain treatment as an opportunity to attract and retain the best available personnel for positions of substantial responsibility, (iii) create long-term value and to provide incentives to such Employees, Directors and Consultants by means of market-driven and performance-related stock-based Options to achieve long-term performance goals, and (iv) to promote the growth and successemployee stock purchase plan under Section 423 of the Company’s businessCode.

1.3 Term of Plan. The Plan shall continue in effect until the earlier of (a) its termination by aligning the financial interests of selected Employees, Directors and Consultants with thatBoard or (b) the date on which all of the other shareholdersshares of Stock available for issuance under the Plan have been issued.

2.DEFINITIONS AND CONSTRUCTION.

2.1 Definitions. Any term not expressly defined in the Plan but defined for purposes of Section 423 of the Company. Toward these objectives,Code shall have the Plan provides for the grant of Options.

          3.DEFINITIONS.Assame definition herein. Whenever used herein, unless the context requires otherwise, the following terms shall have thetheir respective meanings indicated below:
set forth below.

(a) “Affiliate” means (i) any corporation, partnership or other entity which owns, directly or indirectly, a majority of the voting equity securities of the Company, (ii) any corporation, partnership or other entity of which a majority of the voting equity securities or equity interest is owned, directly or indirectly, by the Company, and (iii) with respect to an Option that is intended to be an Incentive Stock Option, (A) any “parent corporation” of the Company, as defined in Section 424(e) of the Code or (B) any “subsidiary corporation” of the Company as defined in Section 424(f) of the Code; provided, that in each case, an Affiliate must be a “recipient corporation” as described in Treasury Regulations issued under Section 409A of the Code.

          (b) “Board”Board means the Board of Directors of the Company.
          (c) “Change in Control” of the Company means the occurrence of any of the following events: (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50 percent or more of the combined voting power of the Company’s then outstanding securities; (ii) as a result of, or in connection with, any tender offer or exchange offer, merger, or other business combination (a “Transaction”), the persons who were directors of the Company immediately before the Transaction shall cease to constitute a majority of the Board of Directors of the Company or any successor to the Company; (iii) the Company is merged or consolidated with another corporation and as a result of the merger or consolidation less than 50 percent of the outstanding voting securities of the surviving or resulting corporation shall then be owned in the aggregate by the former stockholders of the Company; (iv) a tender offer or exchange offer is made and consummated for the ownership of securities of the Company representing 50 percent or more of the combined voting power of the Company’s then outstanding voting securities; or (v) the Company transfers substantially all of its assets to another corporation which is not controlled by the Company.

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          (d) “Code”(b) “Code means the Internal Revenue Code of 1986, as amended, and any successor statute. Reference in the Plan to any section of the Code shall be deemed to include any amendments or successor provisions to such section and any Treasuryapplicable regulations promulgated under such section.
          (e) “Committee”thereunder.

(c) “Committee means the committee, as constituted from time to time, of the Board that is appointed by the Board to administer the Plan; provided, however, that while the Common Stock is publicly traded, the Committee shall be a committee of the Board consisting solely of two or more Outside Directors, in accordance with Section 162(m)duly appointed to administer the Plan and having such powers as shall be specified by the Board. Unless the powers of the Code, and/or solely of two or more Non-Employee Directors, in accordance with Rule 16b-3, as necessary in each case to satisfy such requirements with respect to Options granted under the Plan. Within the scope of such authority,Committee have been specifically limited, the Committee may (i) delegate to a committeeshall have all of one or more membersthe powers of the Board who aregranted herein, except the power to amend or terminate the Plan. If the Board does not Outside Directorsappoint a Committee, or if a Committee otherwise fails to exist at any time during the authority to grant Options to eligible persons who are either (A) not then Covered Employees and are not expected to be Covered Employees atterm hereof, the time of recognition of income resulting from such Options or (B) not persons with respect to whomBoard shall perform the Company wishes to comply with Section 162(m)functions of the Code and/or (ii) delegate to a committee of one or more members of the Board who are not Non-Employee Directors the authority to grant Options to eligible persons who are not then subject to Section 16 of the Exchange Act.

          (f) “Common Stock” means the Common Stock, $0.01 par value per share, of the Committee.


(d) “Company or the common stock that the Company may in the future be authorized to issue (as long as the common stock varies from that currently authorized, if at all, only in amount of par value).

          (g) “Company” means Tyler Technologies, Inc., a Delaware corporation.
          (h) “Consultant”corporation, or any successor corporation thereto.

(e) “Compensation means, any person (other than an Employee or a Director, solely with respect to rendering servicesany Offering Period, regular base wages or salary and overtime paid during such Offering Period before deduction for any contributions to any plan maintained by a Participating Company and described in Section 401(k) or Section 125 of the Code.

(f) “Eligible Employee” means an Employee who meets the requirements set forth in Section 5 for eligibility to participate in the Plan.

(g) “Employee” means a person treated as an employee of a Participating Company for purposes of Section 423 of the Code. A Participant shall be deemed to have ceased to be an Employee either upon an actual termination of employment or upon the corporation employing the Participant ceasing to be a Participating Company. For purposes of the Plan, an individual shall not be deemed to have ceased to be an Employee while such person’s capacityindividual is on any military leave, sick leave, or other bona fide leave of absence approved by the Company if the period of such leave does not exceed three (3) months. In the event an individual’s leave of absence exceeds three (3) months, the individual shall be deemed to have ceased to be an Employee on the first day following such three-month period unless the individual’s right to reemployment with the Participating Company Group is guaranteed either by statute or by contract. The Company shall determine in good faith and in the exercise of its discretion whether an individual has become or has ceased to be an Employee and the effective date of such individual’s employment or termination of employment, as a Director) who is engagedthe case may be. For purposes of an individual’s participation in or other rights, if any, under the Plan as of the time of the Company’s determination, all such determinations by the Company shall be final, binding and conclusive, notwithstanding that the Company or any Affiliate to render consulting or advisory services to the Company or such Affiliate and who isgovernmental agency subsequently makes a “consultant or advisor” within the meaning of Rule 701 promulgated under the Securities Act or Form S-8 promulgated under the Securities Act.

          (i) “Continuous Service” means that the provision of services to the Company or an Affiliate in any capacity of Employee, Director or Consultant is not interrupted or terminated. Except as otherwise provided in a particular Option Agreement, service shall not be considered interrupted or terminated for this purpose in the case of (i) any approved leave of absence, (ii) transfers among the Company, any Affiliate, or any successor, in any capacity of Employee, Director or Consultant, or (iii) any change in status as long as the individual remains in the service of the Company or an Affiliate in any capacity of Employee, Director or Consultant. An approved leave of absence shall include sick leave, military leave, or any other authorized personal leave. For purposes of each Incentive Stock Option, if such leave exceeds ninety (90) days, and re-employment upon expiration of such leave is not guaranteed by statute or contract, then the Incentive Stock Option shall be treated as a Non-Qualified Stock Option on the day that is three (3) months and one (1) day following the expiration of such ninety (90)-day period.
          (j) “Covered Employee” means the Chief Executive Officer and the four other most highly compensated officers of the Company for whom total compensation is required to be reported to shareholders under Regulation S-K, as determined for purposes of Section 162(m) of the Code.
          (k) “Director” means a member of the Board.
          (l) “Disability” means the “disability” of a person as defined in a then effective long-term disability plan maintained by the Company that covers such person, or if such a plan does not exist at any relevant time, “Disability” means the permanent and total disability of a person within the meaning of Section 22(e)(3) of the Code. For purposes of determining the time during which an Incentive Stock

39

contrary determination.


Option may be exercised under the terms of an Option Agreement, “Disability” means the permanent and total disability of a person within the meaning of Section 22(e)(3) of the Code. Section 22(e)(3) of the Code provides that an individual is totally and permanently disabled if he is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve (12) months.
          (m) “Employee” means any person, including an Officer or Director, who is employed within the meaning of Section 3401 of the Code by the Company or an Affiliate. The provision of compensation by the Company or an Affiliate to a Director solely with respect to such individual rendering services in the capacity of a Director, however, shall not be sufficient to constitute “employment” by the Company or that Affiliate.
          (n) “Exchange Act” means the Securities Exchange Act of 1934, as amended, and any successor statute. Reference in the Plan to any section of the Exchange Act shall be deemed to include any amendments or successor provisions to such section and any rules and regulations relating to such section.
          (o) “Fair(h) “Fair Market Value”Value means, as of any date, the valueclosing price of a share of Stock on the New York Stock Exchange or such other principal national securities exchange on which the Stock is then listed or admitted to trading, if the stock is then listed or admitted to trading on any national securities exchange. The closing price shall be the last reported sale price, or, in case no such sale takes place on such day, the average of the Common Stock determinedclosing bid and asked prices, as follows:
     (i)reported by said exchange. If the Common Stock is not then so listed on any established stocka national securities exchange, or traded on the Nasdaq National Market or the Nasdaq SmallCap Market, the Fair Market Value shall be deemed to be the closing price of a share of Common Stock shall be the closing sales price for such a share of Common Stock (or the mean of the closing bid and asked price if no sales were reported)the Stock is so quoted instead) as listed or quoted on such other securities exchange or market (orsystem or constituting the exchange orprimary market withfor the greatest volume of trading in the Common Stock) on the day of determination (or if no such price or bid is reported on that day, on last market trading day prior to the day of determination),Stock as reported inThe Wall Street Journalor such other source as the CommitteeCompany deems reliable.
     (ii) In If the absence of anyrelevant date does not fall on a day on which the Stock has traded on such established markets forsecurities exchange or market system, the Common Stock,date on which the Fair Market Value shall be established shall be the last day on which the Stock was so traded to the relevant date, or such other appropriate day as shall be determined in good faith by the CommitteeBoard, in its sole discretion. If there is no public market for the Stock, the Fair Market Value on any relevant date shall be as determined by the Board.

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(i) “Offering” means an Offering of Stock as provided in Section 6.

(j) “Offering Date” means, for any Offering, the first day of the Offering Period with respect to such Offering.

(k) “Offering Period” means a manner consistentperiod established in accordance with Section 409A6.1.

(l) “Parent Corporation” means any present or future “parent corporation” of the Company as defined in Section 424(e) of the Code.

          (p) “Incentive Stock Option”

(m) “Participant means an Option grantedEligible Employee who has become a participant in an Offering Period in accordance with Section 7 and remains a participant in accordance with the Plan.

(n) “Participating Company” means the Company and each Parent Corporation or Subsidiary Corporation unless any such entity is designated by the Board as not eligible to an Employeeparticipate in the Plan. The Board shall have the sole and absolute discretion to determine from time to time which Parent Corporations or Subsidiary Corporations, if any, shall not be eligible to become Participating Companies.

(o) “Participating Company Group” means, at any point in time, the Company and all other corporations collectively which are then Participating Companies.

(p) “Purchase Date” means for any Offering Period (or Purchase Period, if so determined by the Board in accordance with Section 6.2) the last day of such period.

(q) “Purchase Period” means a period, if any, established in accordance with Section 6.2.

(r) “Purchase Price” means the price at which a share of Stock may be purchased under the Plan, that meets the requirements ofas determined in accordance with Section 422 of the Code.

          (q) “Non-Employee Director” means a Director of the Company who either (i) is not an Employee or Officer, does not receive compensation (directly or indirectly) from the Company or an Affiliate in any capacity other than as a Director (except for an amount as to which disclosure would not be required under Item 404(a) of Regulation S-K), does not possess an interest in any other transaction as to which disclosure would be required under Item 404(a) of Regulation S-K and is not engaged in a business relationship as to which disclosure would be required under Item 404(b) of Regulation S-K or (ii) is otherwise considered a “non-employee director” for purposes of Rule 16b-3.
          (r) “Non-Qualified Stock Option”9.

(s) “Purchase Right means an Optionoption granted under the Plan that is not intended to be an Incentive Stock Option.

          (s) “Officer” means a person who is an “officer” of the Company or any Affiliate within the meaning of Section 16 of the Exchange Act (whether or not the Company is subject to the requirements of the Exchange Act).

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          (t) “Option” means a stock option grantedParticipant pursuant to the Plan to purchase such shares of Stock as provided in Section 8, which the Participant may or may not exercise during the Offering Period in which such option is outstanding. Such option arises from the right of a Participant to withdraw any accumulated payroll deductions of the Participant not previously applied to the purchase of Stock under the Plan and to terminate participation in the Plan at any time during an Offering Period.

(t) “Stock” means the Common Stock, $0.01 par value per share, of the Company, as adjusted from time to time in accordance with Section 4.2.

(u) “Subscription Agreement” means an agreement in such form and provided in such manner as specified by the Company from time to time, including through an

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electronic or other enrollment procedure prescribed by the Company, stating an Employee’s election to participate in the Plan, authorizing payroll deductions under the Plan from the Employee’s Compensation and requiring the Participant to notify the Company of the details of a “Disqualifying Disposition” as described in Section 19 of any shares of Stock. The terms of a Subscription Agreement shall be in writing or in electronic form, provided such form is adequate to establish the terms described above applicable to an Offering.

(v) “Subscription Date” means the last business day prior to the Offering Date of an Offering Period or such earlier date as the Company shall establish.

(w) “Subsidiary Corporation” means any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

2.2 Construction. Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation of any provision of the Plan. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise.

3.ADMINISTRATION.

3.1 Administration by the Board. The Plan shall be administered by the Board. All questions of interpretation of the Plan, of any form of agreement or other document employed by the Company in the administration of the Plan, or of any Purchase Right shall be determined by the Board and shall be final and binding upon all persons having an interest in the Plan or the Purchase Right. Subject to the provisions of the Plan, the Board shall determine all of the relevant terms and conditions of Purchase Rights granted pursuant to the Plan; provided, however, that all Participants granted Purchase Rights pursuant to the Plan shall have the same rights and privileges within the meaning of Section 423(b)(5) of the Code. All expenses incurred in connection with the administration of the Plan shall be paid by the Company. The Board may adopt such procedures and sub-plans as are necessary or appropriate to permit participation in the Plan by Employees who are foreign nationals or who are employed outside of the United States in the event the Board determines the employer of such individuals will be a Participating Company for purposes of the Plan.

3.2 Authority of Officers. Any officer of the Company shall have the authority to act on behalf of the Company with respect to any matter, right, obligation, determination or election that is the responsibility of or that is allocated to the Company herein, provided that the officer has apparent authority with respect to such matter, right, obligation, determination or election.

3.3 Policies and Procedures Established by the Board. The Board may, from time to time, consistent with the Plan and the requirements of Section 423 of the Code, establish, change or terminate such rules, guidelines, policies, procedures, limitations, or adjustments as deemed advisable by the Board, in its sole discretion, for the proper

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administration of the Plan, including, without limitation, (a) a minimum payroll deduction amount required for participation in an Offering, (b) a limitation on the frequency or number of changes permitted in the rate of payroll deduction during an Offering, (c) a payroll deduction greater than or less than the amount designated by a Participant in order to adjust for the Company’s delay or mistake in processing a Subscription Agreement or in otherwise effecting a Participant election under the Plan or as advisable to comply with the requirements of Section 423 of the Code, (d) determination of the date and manner by which the Fair Market Value of a share of Stock is determined for purposes of administration of the Plan, and (e) increasing or decreasing the holding period as set forth in Section 11.3.

4.SHARES SUBJECT TO PLAN.

4.1 Maximum Number of Shares Issuable. Subject to adjustment as provided in Section 4.2, the maximum aggregate number of shares of Common Stock whether granted as an Incentive Stock Option or as a Non-Qualified Stock Option.

          (u) “Option Agreement” means the written agreement evidencing the grant of an Option executed by the Company and the Optionee, including any amendments thereto.
          (v) “Optionee” means an individual to whom an Option has been grantedthat may be issued under the Plan.
          (w) “Outside Director” means a DirectorPlan shall be 2,000,000 and shall consist of authorized but unissued or reacquired shares of Stock, or any combination thereof. If an outstanding Purchase Right for any reason expires or is terminated or canceled, the Company who either (i) is not a current employeeshares of Stock allocable to the unexercised portion of such Purchase Right shall again be available for issuance under the Plan.

4.2 Adjustments for Changes in Capital Structure. In the event of any stock dividend, stock split, reverse stock split, recapitalization, combination, reclassification or similar changes in the capital structure of the Company, or an “affiliated corporation” (withinin the meaningevent of any merger, sale of assets or other reorganization in which the Company is a party, appropriate adjustments shall be made in the number and class of shares subject to the Plan and each Purchase Right and in the Purchase Price. If a majority of the Treasury regulations promulgated under Section 162(m)shares which are of the Code)same class as the shares that are subject to outstanding Purchase Rights are exchanged for, converted into, or otherwise become (whether or not pursuant to an Ownership Change Event (as defined in Section 14)) shares of another corporation (the “New Shares”), the Board may unilaterally amend the outstanding Purchase Rights to provide that such Purchase Rights are exercisable for New Shares. In the event of any such amendment the number of shares subject to, and the Purchase Price of, the outstanding Purchase Rights shall be adjusted in a fair and equitable manner, as determined by the Board, in its sole discretion. Notwithstanding the foregoing, any fractional share resulting from an adjustment pursuant to this Section 4.2 shall be rounded down to the nearest whole number, and in no event may the Purchase Price be decreased in amount less than the par value, if any, of the stock subject to the Purchase Right. The adjustments determined by the Board pursuant to this Section 4.2 shall be final, binding and conclusive.

5.ELIGIBILITY.

5.1 Employees Eligible to Participate. Each Employee of a Participating Company is eligible to participate in the Plan and shall be deemed an Eligible Employee except the following:

(a) any Employee who is customarily employed by the Participating Company Group for 20 hours or less per week; and

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(b) any Employee who has not been continuously employed by the Participating Company Group for six (6) months. For this purpose, the Board may, on a former employeeconsistent and uniform basis, credit an Employee’s period of service with an entity acquired by the Company or a Participating Company or with an entity whose assets are acquired by the Company or a Participating Company as service with the Participating Company Group.

5.2 Exclusion of Certain Stockholders. Notwithstanding any provision of the Plan to the contrary, no Employee shall be granted a Purchase Right under the Plan if, immediately after such grant, such Employee would own or hold options to purchase stock of the Company or of any Parent Corporation or Subsidiary Corporation possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of such corporation, as determined in accordance with Section 423(b)(3) of the Code. For purposes of this Section 5.2, the attribution rules of Section 424(d) of the Code shall apply in determining the stock ownership of such Employee.

6.OFFERINGS.

6.1 Offering Periods. Except as otherwise set forth below, the Plan shall be implemented by sequential Offerings of approximately three (3) months duration, each of which shall constitute an “affiliated corporation” receiving compensationOffering Period for prior services (otherpurposes of the Plan. Offerings shall commence on the first day of January, April, July, and October of each year and end on the last day of the following December, March, June, and September, respectively, occurring thereafter, unless the Board establishes a different duration for one or more future Offering Periods or different commencement or ending dates for such Offering Periods; provided, however, that no Offering Period may have a duration exceeding twenty-seven (27) months. If the first or last day of an Offering Period is not a day on which the national securities exchange, or other securities exchange or market system, constituting the primary market for the Stock is open for trading, the Company shall specify the trading day that will be deemed the first or last day, as the case may be, of the Offering Period. Offerings may be consecutive or overlapping.

6.2 Purchase Periods. If the Board so determines, in its discretion, each Offering Period may consist of two or more consecutive Purchase Periods having such duration as the Board shall specify, and the last day of each Purchase Period shall be a Purchase Date. If the first or last day of a Purchase Period is not a day on which the national securities exchange, or other securities exchange or market system, for the Stock, as the case may be, is open for trading, the Company shall specify the trading day that will be deemed the first or last day, as the case may be, of the Purchase Period.

6.3 Terms of an Offering.All Eligible Employees shall have the same rights and privileges with respect to each Offering, provided that in order to comply with the laws of a foreign jurisdiction, the terms of a Purchase Right granted under an Offering to citizens or residents of such foreign jurisdiction (without regard to whether they are also citizens of the United States or resident aliens) may be less favorable than benefitsthe terms of Purchase Rights granted under the same Offering to Eligible Employees resident in the United States. The terms of each Offering need not be identified provided the terms of the Plan and the Offering together satisfy

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the requirements of Section 423 of the Code and Treasury Regulations issued thereunder. The terms of an Offering shall be in writing or electronic form, provided such writing or electronic form (including the terms of the Plan) is adequate to establish the terms of the Offering. The terms and conditions of an Offering shall be incorporated by reference into the Plan and treated as part of the Plan.

7.PARTICIPATION IN THIS PLAN.

7.1 Initial Participation. An Eligible Employee may become a tax qualified pension plan), hasParticipant in an Offering Period by delivering a properly completed Subscription Agreement in writing or in electronic form, as applicable to the Offering, to the Company, in such manner as provided by the Company, not beenlater than the close of business for such office on the Subscription Date established by the Company for such Offering Period, which shall be before the first day of the relevant Offering Period. An Eligible Employee who does not deliver a properly completed Subscription Agreement on or before the Subscription Date for an officerOffering Period shall not participate in the Plan for that Offering Period or for any subsequent Offering Period unless such Eligible Employee subsequently delivers a properly completed Subscription Agreement to the appropriate office of the Company on or before the Subscription Date for such subsequent Offering Period. An Employee who becomes an “affiliated corporation”Eligible Employee after the Offering Date of an Offering Period shall not be eligible to participate in such Offering Period but may participate in any subsequent Offering Period provided that Employee is still an Eligible Employee as of the Offering Date of such subsequent Offering Period.

7.2 Continued Participation. A Participant shall automatically participate in the next Offering Period commencing immediately after the Purchase Date of each Offering Period in which the Participant participates provided that such Participant remains an Eligible Employee on the Offering Date of the new Offering Period and has not (a) withdrawn from the Plan pursuant to Section 12.1, (b) elected to stop deductions during the immediately preceding Offering Period as provided in Section 10.3, or (c) terminated employment as provided in Section 13. A Participant who may automatically participate in a subsequent Offering Period, as provided in this Section, is not required to deliver any additional Subscription Agreement for the subsequent Offering Period in order to continue participation in the Plan. However, a Participant may deliver a new Subscription Agreement for a subsequent Offering Period in accordance with the procedures set forth in Section 7.1 if the Participant desires to change any of the elections contained in the Participant’s then effective Subscription Agreement.

8.RIGHT TO PURCHASE SHARES.

8.1 Grant of Purchase Right. Except as set forth below, on the Offering Date of each Offering Period, each Participant in such Offering Period shall be granted automatically a Purchase Right consisting of an option to purchase that number of shares equal to the quotient of (i) the aggregate payroll deductions withheld on behalf of such Participant during the Offering Period, divided by (ii) the Purchase Price for that Offering Period. No Purchase Right shall be granted on an Offering Date to any person who is not, on such Offering Date, an Eligible Employee.

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8.2 Offering Period Purchase Limitation. Notwithstanding any provision of the Plan to the contrary, the maximum number of shares of Stock that may be purchased under the Plan by a Participant during any Offering Period is 750 shares.

8.3 Calendar Year Purchase Limitation. Notwithstanding any provision of the Plan to the contrary, no Participant shall be granted a Purchase Right which permits his or her right to purchase shares of Stock under the Plan to accrue at a rate which, when aggregated with such Participant’s rights to purchase shares under all other employee stock purchase plans of a Participating Company intended to meet the requirements of Section 423 of the Code, exceeds $25,000 in Fair Market Value (or such other limit, if any, as may be imposed by the Code) for each calendar year in which such Purchase Right is outstanding at any time. For purposes of the preceding sentence, the Fair Market Value of shares purchased during a given Offering Period shall be determined as of the Offering Date for such Offering Period. The limitation described in this Section 8.3 shall be applied in conformance with applicable regulations under Section 423(b)(8) of the Code.

9.PURCHASE PRICE.

The Purchase Price at which each share of Stock may be acquired in an Offering Period upon the exercise of all or any portion of a Purchase Right shall be established by the Board; provided, however, that the Purchase Price shall not be less than eighty-five percent (85%) of the Fair Market Value of a share of Stock on the Purchase Date. Unless otherwise provided by the Board prior to the commencement of an Offering Period, the Purchase Price for that Offering Period shall be eighty-five percent (85%) of the Fair Market Value of a share of Stock on the Purchase Date.

10.ACCUMULATION OF PURCHASE PRICE THROUGH PAYROLL DEDUCTION.

Shares of Stock acquired pursuant to the exercise of all or any portion of a Purchase Right may be paid for only by means of payroll deductions from the Participant’s Compensation accumulated during the Offering Period for which such Purchase Right was granted, subject to the following:

10.1 Amount of Payroll Deductions. Except as otherwise provided herein, the amount to be deducted under the Plan from a Participant’s Compensation on each payday during an Offering Period shall be determined by the Participant Subscription Agreement. The Subscription Agreement shall set forth the percentage of the Participant’s Compensation to be deducted on each payday during an Offering Period in whole percentages of not less than one percent (1%) (except as a result of a election pursuant to Section 10.3 to stop deductions made effective following the first payday during an Offering) or more than fifteen percent (15%). Notwithstanding the foregoing, the Board may change the limits on payroll deductions effective as of any future Offering Date.

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10.2 Commencement of Payroll Deductions. Payroll deductions shall commence on the first payday following the Offering Date and shall continue to the end of the Offering Period unless sooner altered or terminated as provided herein.

10.3 Election to Change or Stop Payroll Deductions. A Participant may not elect to increase or decrease the rate of deduction from his or her Compensation during an Offering Period. However, at any time and is not currently receiving (withinprior to the meaningtwo-week period ending on the last day of an Offering Period, a Participant may elect to stop deductions from his or her Compensation for such Offering Period by delivering to the Company’s designated office an amended Subscription Agreement authorizing such cessation of deductions on or before the Change Notice Date. The “Change Notice Date” shall be a date prior to the beginning of the Treasury regulations promulgated under Section 162(m) of the Code) direct or indirect remuneration from the Company or an “affiliated corporation”first payday period for services in any capacity other thanwhich such election is to be effective as a Director, or (ii) is otherwise considered an “outside director” for purposes of Section 162(m) of the Code.

          (x) “Plan” means this Tyler Technologies, Inc. 2010 Stock Option Plan, as set forth herein and as it may be amended from time to time.
          (y) “Qualifying Shares” means shares of Common Stock which either (i) have been ownedestablished by the Optionee for more than six (6) months and have been “paid for” within the meaning of Rule 144 promulgated under the Securities Act, or (ii) were obtained by the Optionee in the public market.
          (z) “Regulation S-K” means Regulation S-K promulgated under the Securities Act, as it may be amendedCompany from time to time and successorannounced to Regulation S-K. Referencethe Participants. Unless otherwise established by the Company, the Change Notice Date shall be the seventh day prior to the beginning of the first pay period for which such election is to be effective. A Participant who elects to cease his or her payroll deductions shall nevertheless remain a Participant in the current Offering Period with respect to deductions made before the effective date of such change unless such Participant withdraws from the Plan as provided in Section 12.1.

10.4 Administrative Suspension of Payroll Deductions. The Company may, in its sole discretion, suspend a Participant’s payroll deductions under the Plan as the Company deems advisable to avoid accumulating payroll deductions in excess of the amount that could reasonably be anticipated to purchase the maximum number of shares of Stock permitted during a calendar year under the limit set forth in Section 8.3. Payroll deductions shall be resumed at the rate specified in the Participant’s then effective Subscription Agreement at the beginning of the next Offering Period the Purchase Date of which falls in the following calendar year.

10.5 Participant Accounts. Individual bookkeeping accounts shall be maintained for each Participant. All payroll deductions from a Participant’s Compensation shall be credited to such Participant’s Plan account and shall be deposited with the general funds of the Company. All payroll deductions received or held by the Company may be used by the Company for any itemcorporate purpose.

10.6 No Interest Paid. Interest shall not be paid on sums deducted from a Participant’s Compensation pursuant to the Plan.

10.7 Voluntary Withdrawal from Plan Account. A Participant may, during an Offering Period, withdraw all of Regulation S-Kthe payroll deductions credited to his or her Plan account and not previously applied toward the purchase of Stock by delivering to the Company notice on a form and in such manner as provided by the Company for such purpose at any time prior to the two-week period ending on the last day of the Offering Period. A Participant who withdraws the entire remaining balance credited to his or her Plan account shall be deemed to include any amendments or successor provisionshave withdrawn from the Plan in accordance with Section 12.1. Amounts withdrawn shall be returned to such item.

          (aa) “Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act,Participant as itsoon as practicable after the Participant’s notice of withdrawal and the Company may be amended from time to time establish or change limitations on the frequency of withdrawals permitted under this Section 10.7, establish a minimum dollar amount that must be retained in the Participant’s Plan account, or terminate the withdrawal right provided by this Section.

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11.PURCHASE OF SHARES.

11.1 Exercise of Purchase Right. On each Purchase Date of a Offering Period, each Participant who has not withdrawn from the Plan and any successorwhose participation in the Offering has not terminated before such Purchase Date shall automatically acquire pursuant to Rule 16b-3.

          (bb) “Section” means a sectionthe exercise of the Participant’s Purchase Right the number of whole shares of Stock determined by dividing (a) the total amount of the Participant’s payroll deductions accumulated in the Participant’s Plan unless otherwise statedaccount during the Offering Period and not previously applied toward the purchase of Stock by (b) the Purchase Price. However, in no event shall the number of shares purchased by the Participant during an Offering Period exceed the number of shares subject to the Participant’s Purchase Right. No shares of Stock shall be purchased on a Purchase Date on behalf of a Participant whose participation in the Offering or the context otherwise requires.
          (cc) “Securities Act” meansPlan has terminated before the Securities ActPurchase Date.

11.2 Pro Rata Allocation of 1933, as amended, and any successor statute. ReferenceShares. In the event that the number of shares of Stock which might be purchased by all Participants in the Plan on a Purchase Date exceeds the number of shares of Stock available in the Plan as provided in Section 4.1, the Company shall make a pro rata allocation of the remaining shares in as uniform a manner as shall be practicable and as the Company shall determine to be equitable. Any fractional share resulting from such pro rata allocation to any sectionParticipant shall be disregarded and the amount associated with such fractional share shall be returned to the Participant as soon as administratively practicable.

11.3 Issuance of Certificates and Required Holding Period. As soon as practicable after each Purchase Date, the Company shall arrange the issuance on behalf of each Participant, as appropriate, of a certificate representing the shares acquired by the Participant on such Purchase Date. Such certificate shall be held by the Company, its transfer agent or other Company designee, as a custodian on behalf of the Securities ActParticipant for the period described in this Section 11.3. Unless determined otherwise by the Board before the beginning of an Offering Period and communicated to Participants, Stock acquired by a Participant pursuant to an Offering may not be sold or transferred by the Participant during the 180-day period following the Purchase Date applicable to the Stock (the “Holding Period”). Notwithstanding the foregoing provision, the sale and transfer restrictions applicable to a Holding Period will cease to apply to Stock held on behalf of a Participant who terminates employment with the Participating Company Group during the Holding Period. At any time following the Holding Period or, if earlier, the date the Participant ceases to be an Employee, the Participant may request the Stock be delivered to the Participant or to a brokerage account established by the Participant to hold the Stock. As provided in Section 19 and in a Participant’s Subscription Agreement, a Participant may be required to notify the Company if any shares of Stock are sold prior to the expiration of the dates described in Section 423(a)(1) of the Code. Shares issued under the Plan shall be registered in the name of the Participant, or if requested by the Participant in the name of the Participant and his or her spouse, or, if applicable, in the names of the heirs of the Participant.

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11.4 Return of Cash Balance. Any cash balance remaining in a Participant’s Plan account following any Purchase Date shall be refunded to the Participant as soon as practicable after such Purchase Date. However, if the cash to be returned to a Participant pursuant to the preceding sentence is an amount less than the amount that would have been necessary to purchase an additional whole share of Stock on such Purchase Date, the Company may retain such amount in the Participant’s Plan account to be applied toward the purchase of shares of Stock in the subsequent Purchase Period or Offering Period, as the case may be, unless the Participant withdraws from the next Offering or is not eligible to participate in such Offering, in which case such amount shall be refunded to such Participant as soon as practicable after such Purchase Date.

11.5 Tax Withholding. At the time a Participant’s Purchase right is exercised, in whole or in part, or at the time a Participant disposes of some or all of the shares of Stock he or she acquires under the Plan, the Participant shall make adequate provisions for the federal, state and local tax withholding obligations of the Participating Company Group, if any, which arise upon exercise of the Purchase Right or upon such disposition of shares, respectively. The Participating Company Group may, but shall not be obligated to, withhold from the Participant’s compensation the amount necessary to meet such withholding obligations.

11.6 Expiration of Purchase Right. Any portion of a Participant’s Purchase Right remaining unexercised after the end of the Offering Period to which the Purchase Right relates shall expire immediately upon the end of the Offering Period.

11.7 Reports to Participants. Each Participant who has exercised all of his or her Purchase Right shall receive, as soon as practicable after the Purchase Date, a report of such Participant’s Plan account setting forth the total payroll deductions accumulated prior to such exercise, the number of shares of Stock purchased, the Purchase Price for such shares, the date of purchase and the cash balance, if any, remaining immediately after such purchase that is to be refunded or retained in the Participant’s Plan account pursuant to Section 11.4. The report required by this Section 11.7 may be delivered in such form and by such means, including by electronic transmission, as the Company may determine.

12.WITHDRAWAL FROM THE PLAN.

12.1 Voluntary Withdrawal from the Plan. A Participant may withdraw from the Plan by delivering to the Company notice of withdrawal on a form and in such manner as provided by the Company for such purpose. Such withdrawal may be elected at any time prior to the two-week period ending on the last day of an Offering Period. A Participant who voluntarily withdraws from the Plan is prohibited from resuming participation in the Plan in the same Offering from which he or she withdrew, but may participate in any subsequent Offering by again satisfying the requirements of Sections 5 and 7.1. The Company may impose from time to time, a requirement that the notice of withdrawal from the Plan be on file with the Company, in such manner as provided by the Company, for a reasonable period prior to the effectiveness of the Participant’s withdrawal.

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12.2 Return of Payroll Deductions. Upon a Participant’s voluntary withdrawal from the Plan pursuant to Section 12.1, the Participant’s accumulated payroll deductions which have not been applied toward the purchase of shares of Stock shall be refunded to the Participant as soon as practicable after the withdrawal, without the payment of any interest, and the Participant’s interest in the Plan shall terminate. Such accumulated payroll deductions to be refunded in accordance with this Section 12.2 may not be applied to any other Offering under the Plan.

13.TERMINATION OF EMPLOYMENT OR ELIGIBILITY.

Upon a Participant’s ceasing, prior to a Purchase Date, to be an Employee of the Participating Company Group for any reason, including retirement, disability or death, or the failure of a Participant to remain an Eligible Employee, the Participant’s participation in the Plan shall terminate immediately. In such event, the payroll deductions credited to the Participant’s Plan account since the last Purchase Date shall, as soon as practicable, be returned to the Participant or in the case of the Participant’s death, to the Participant’s legal representative, and all of the Participant’s rights under the Plan shall terminate. Interest shall not be paid on sums returned pursuant to this Section 13. A Participant whose participation has been so terminated may again become eligible to participate in the Plan by satisfying the requirement of Sections 5 and 7.1.

14.CHANGE IN CONTROL.

14.1 Definitions.

(a) An “Ownership Change Event shall be deemed to includehave occurred if any amendments or successor provisions to such section and any rules and regulations relating to such section.

          (dd) “Ten Percent Shareholder” means a person who owns (or is deemed to own pursuant to Section 424(d) of the Code) atfollowing occurs with respect to the time an Option is granted stock possessingCompany: (i) the direct or indirect sale or exchange in a single or series of related transactions by the stockholders of the Company of more than tenfifty percent (10%(50%) of the voting stock of the Company; (ii) a merger or consolidation of the Company with or into another entity; (iii) the sale, exchange, or transfer of all or substantially all of the assets of the Company; or (iv) a liquidation or dissolution of the Company.

(b) A “Change in Control” shall mean an Ownership Change Event or a series of related Ownership Change Events (collectively, the “Transaction”) wherein the stockholders of the Company immediately before the Transaction do not retain immediately after the Transaction, in substantially the same proportions as their ownership of shares of the Company’s voting stock immediately before the Transaction, direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of all classes ofthe outstanding voting stock of the Company or the corporation or corporations to which the assets of anythe Company were transferred (the “Transferee Corporation(s)”), as the case may be. For purposes of its Affiliates.

          4.STOCK OPTION GRANTS AVAILABLE UNDER THE PLAN.Options granted under this Planthe preceding sentence, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting stock of one or more corporations which, as a result of the Transaction, own the Company or the Transferee Corporation(s), as the case may be, (a) Incentive Stock Optionseither directly or through one or more subsidiary corporations. The Board shall have the right to determine whether multiple sales or exchanges of the voting stock of the Company or multiple Ownership Change Events are related, and (b) Non-Qualified Stock Options.
          5.its determination shall be final, binding and conclusive.

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SHARES SUBJECT TO PLAN14.2 Effect of Change in Control on Purchase Rights..Subject to adjustment pursuant to Section (a) hereof, In the total amountevent of Common Stock with respect to which Optionsa Change in Control, the surviving, continuing, successor, or purchasing corporation, or parent corporation thereof, as the case may be granted under(the “Acquiring Corporation”), may assume the Plan shall not exceed 5,000,000 shares of Common Stock. Any shares of Common Stock covered by an Option (or a

41


portion of an Option) that is forfeited or canceled, or that expires shall be deemed not to have been issued for purposes of determining the maximum aggregate number of shares of Common Stock which may be issued under the PlanCompany’s rights and shall again be available for Optionsobligations under the Plan. At all times duringIf the termAcquiring Corporation elects not to assume the Company’s rights and obligations under outstanding Purchase Rights, the Purchase Date of the Plan,then current Offering Period (or Purchase Price) shall be accelerated to a date before the Company shall reserve and keep available such number of shares of Common Stock as will be required to satisfy the requirements of outstanding Options under the Plan. Nothing in this Section 5 shall impair the rightdate of the Company to reduceChange in Control specified by the number of outstanding shares of Common Stock pursuant to repurchases, redemptions, or otherwise; provided, however, that no reduction in the number of outstanding shares of Common Stock shall (i) impair the validity of any outstanding Option, whether or not that Option is fully exercisable, or (ii) impair the status of any shares of Common Stock previously issued pursuant to an Option as duly authorized, validly issued, fully paid, and nonassessable. The shares to be delivered under the Plan shall be made available from (i) authorizedBoard, but unissued shares of Common Stock or (ii) Common Stock held in the treasury of the Company, in each case as the Committee may determine from time to time in its sole discretion.
          6.ELIGIBILITY.Options other than Incentive Stock Options may be granted to Employees, Officers, Directors, and Consultants. Incentive Stock Options may be granted only to Employees (including Officers and Directors who are also Employees), as limited by clause (iii) of Section (a). The Committee in its sole discretion shall select the recipients of Options. An Optionee may be granted more than one Option under the Plan, and Options may be granted at any time or times during the term of the Plan. The grant of an Option to an Employee, Officer, Director or Consultant shall not be deemed either to entitle that individual to, or to disqualify that individual from, participation in any other grant of Options under the Plan.
          7.LIMITATION ON INDIVIDUAL OPTIONS.Subject to the provisions of Section (a), the maximum number of shares of Common Stock that may be subject to Options granted to any one person under the Plan during any calendar year shall not exceed 1,000,000 shares of Common Stock. The limitation set forth in the preceding sentence shall be applied in a manner which will permit compensation generated under the Plan to constitute “performance-based” compensation for purposes of Section 162(m) of the Code, including counting against such maximum number of shares, to the extent required under Section 162(m) of the Code and applicable interpretive authority thereunder, any shares of Common Stock subject to Options that are canceled or repriced.
          8.TERMS AND CONDITIONS OF OPTIONS.The Committee shall determine (i) whether each Option shall be granted as an Incentive Stock Option or a Non-Qualified Stock Option and (ii) the provisions, terms and conditions of each Option including, but not limited to, the vesting schedule, the number of shares of Common Stock subject to the Option, the exercise price of the Option, the period during which the Option may be exercised, repurchase provisions, forfeiture provisions, methods of payment, and all other terms and conditions of the Option, subject to the following:
     (a) Form of Option Grant. Each Option granted under the Plan shall be evidenced by a written Option Agreement in such form (which need not be the same for each Optionee) as the Committee, or if applicable the Chief Executive Officer, from time to time approves, but which is not inconsistent with the Plan, including any provisions that may be necessary to assure that any Option that is intended to be an Incentive Stock Option will comply with Section 422 of the Code.
     (b) Date of Grant. The date of grant of an Option will be the date on which the Committee makes the determination to grant such Option unless otherwise specified by the Committee. The Option Agreement evidencing the Option will be delivered to the Optionee with a copy of the Plan and other relevant Option documents, within a reasonable time after the date of grant.

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     (c) Exercise Price. The exercise price of an Option shall be not less than 100% of the Fair Market Value of the shares of Common Stock on the date of grant of the Option. The exercise price of any Incentive Stock Option granted to a Ten Percent Shareholderoutstanding Purchase Rights shall not be less than 110% of the Fair Market Value of the shares of Common Stock on the date of grant of the Option.
     (d) Exercise Period. Options shall be exercisable within the time or times or upon the event or events determinedadjusted. All Purchase Rights which are neither assumed by the Committee and set forthAcquiring Corporation in connection with the Option Agreement; provided, however, that no Option shall be exercisable later than the expiration of ten (10) years from the date of grant of the Option, and provided further, that no Incentive Stock Option granted to a Ten Percent Shareholder shall be exercisable after the expiration of five (5) years from the date of grant of the Option.
     (e) Limitations on Incentive Stock Options. The aggregate Fair Market Value (determinedChange in Control nor exercised as of the date of grant of an Option) of Common Stock which any Employee is first eligible to purchase during any calendar year by exercise of Incentive Stock Options granted under the PlanChange in Control shall terminate and by exercise of incentive stock options (within the meaning of Section 422 of the Code) granted under any other incentive stock option plan of the Company or an Affiliate shall not exceed $100,000. If the Fair Market Value of stock with respect to which all incentive stock options described in the preceding sentence held by any one Optionee are exercisable for the first time by such Optionee during any calendar year exceeds $100,000, the Options (that are intendedcease to be Incentive Stock Options onoutstanding effective as of the date of grant thereof) for the first $100,000 worth of shares of Common Stock to become exercisableChange in such year shall be deemed to constitute incentive stock options within the meaning of Section 422 of the Code and the Options (that are intended to be Incentive Stock Options on the date of grant thereof) for the shares of Common Stock in the amount in excess of $100,000 that become exercisable in that calendar year shall be treated as Non-Qualified Stock Options. If the Code or the Treasury regulations promulgated thereunder are amended after the effective date of the Plan to provide for a different limit than the one described in this (e), such different limit shall be incorporated herein and shall apply to any Options granted after the effective date of such amendment.
     (f) Transferability of Options. Options granted under the Plan, and any interest therein, shall not be transferable or assignable by the Optionee, andControl.

15.NONTRANSFERABILITY OF PURCHASE RIGHTS.

A Purchase Right may not be made subject to execution, attachment or similar process,transferred in any manner otherwise than by will or by the laws of descent and distribution and shall be exercisable during the lifetime of the OptioneeParticipant only by the Optionee; provided, that the Optionee may, however, designate persons who or which may exercise his Options following his death.

     (g) Acquisitions and Other Transactions.Participant.

16.COMPLIANCE WITH SECURITIES LAW.

The Committee may, from time to time, assume outstanding options granted by another entity, whether in connection with an acquisitionissuance of such other entity or otherwise, by either (i) granting an Optionshares under the Plan in replacement of or in substitution for the option assumed by the Company, or (ii) treating the assumed option as if it had been granted under the Plan if the terms of such assumed option could be applied to an Option granted under the Plan. Such assumption shall be permissible if the holdersubject to compliance with all applicable requirements of the assumed option would have been eligible to be granted an Option hereunder if the other entity had applied the rules of this Planfederal and state law with respect to such grant. The Committee alsosecurities. A Purchase Right may grant Options under the Plan in settlement of or substitution for, outstanding options or obligations to grant future options in connection with the Company or an Affiliate acquiring another entity, an interest in another entity or an additional interest in an Affiliate whether by merger, stock purchase, asset

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purchase or other form of transaction. Notwithstanding the foregoing provisions of this Section 8, in the case of an Option issued or assumed pursuant to this Section (g), the exercise price for the Option shall be determined in accordance with the principles of Section 424(a) of the Code and the Treasury regulations promulgated thereunder.
          9.EXERCISE OF OPTIONS.
          a)Notice. Options maynot be exercised only by delivery to the Company of a written exercise notice approved by the Committee (which need not be the same for each Optionee), stating the number of shares of Common Stock being purchased, the method of payment, and such other matters as may be deemed appropriate by the Company in connection withif the issuance of shares upon such exercise would constitute a violation of Commonany applicable federal or state securities laws or other law or regulations, including foreign, or the requirements of any securities exchange or market system upon which the Stock upon exercise of the Option, together with payment in full of the exercise price for the number of shares of Common Stock being purchased. Such exercise noticemay then be listed. In addition, no Purchase Right may be partexercised unless (a) a registration statement under the Securities Act of an Optionee’s Option Agreement.
          b)Payment. Payment for the shares of Common Stock to be purchased upon exercise of an Option may be made in cash (by check) or, if elected by the Optionee and in one or more of the following methods stated in the Option Agreement (at the date of grant with respect to any Option granted1933, as an Incentive Stock Option) and where permitted by law: (i) if a public market for the Common Stock exists, through a “same day sale” arrangement between the Optionee and a broker-dealer that is a member of the National Association of Securities Dealers, Inc. (an “NASD Dealer”) whereby the Optionee elects to exercise the Option and to sell a portion of the shares of Common Stock so purchased to pay for the exercise price and whereby the NASD Dealer commits upon receipt of such shares of Common Stock to forward the exercise price directly to the Company; (ii) if a public market for the Common Stock exists, through a “margin” commitment from the Optionee and an NASD Dealer whereby the Optionee elects to exercise the Option and to pledge the shares of Common Stock so purchased to the NASD Dealer in a margin account as security for a loan from the NASD Dealer in the amount of the exercise price, and whereby the NASD Dealer commits upon receipt of such shares of Common Stock to forward the exercise price directly to the Company; or (iii) by surrender for cancellation of Qualifying Shares at the Fair Market Value per shareamended, shall at the time of exercise (provided that such surrender does not resultof the Purchase Right be in an accounting charge foreffect with respect to the Company). No shares issuable upon exercise of Common Stockthe Purchase Right, or (b) in the opinion of legal counsel to the Company, the shares issuable upon exercise of the Purchase Right may be issued until full paymentin accordance with the terms of an applicable exemption from the purchase price therefor has been made.
          c)Withholding Taxes.registration requirements of said Act. The Committee may establish such rules and procedures as it considers desirable in order to satisfy any obligationinability of the Company to withholdobtain from any regulatory body having jurisdiction the statutory prescribed minimum amount of federal or state income taxes or other taxes with respectauthority, if any, deemed by the Company’s legal counsel to be necessary to the exerciselawful issuance and sale of any Option grantedshares under the Plan. Prior to issuancePlan shall relieve the Company of any liability in respect of the shares of Common Stock upon exercise of an Option, the Optionee shall payfailure to issue or make adequate provision acceptable to the Committee for the satisfaction of the statutory minimum prescribed amount of any federal or state income or other tax withholding obligations of the Company, if applicable. Upon exercise of an Option, the Company shall withhold or collect from the Optionee an amount sufficient to satisfysell such tax withholding obligations.
          d)Exercise of Option Following Termination of Continuous Service.
               i) An Option may not be exercised after the expiration date of such Option set forth in the Option Agreement and may be exercised following the termination of an Optionee’s Continuous Service only to the extent provided in the Option Agreement.
               ii) Where the Option Agreement permits an Optionee to exercise an Option following the termination of the Optionee’s Continuous Service for a specified period, the Option shall terminate to the extent not exercised on the last day of the specified period or the last day of the original term of the Option, whichever occurs first.

44


               iii) Any Option designated as an Incentive Stock Option, to the extent not exercised within the time permitted by law for the exercise of Incentive Stock Options following the termination of an Optionee’s Continuous Service, shall convert automatically to a Non-Qualified Stock Option and thereafter shall be exercisable as such to the extent exercisable by its terms for the period specified in the Option Agreement.
               iv) The Committee shall have discretion to determine whether the Continuous Service of an Optionee has terminated and the effective date on which such Continuous Service terminates and whether the Optionee’s Continuous Service terminated as a result of the Disability of the Optionee.
          e) Limitations on Exercise.
               i) The Committee may specify a reasonable minimum number of shares of Common Stock or a percentage of the shares subject to an Option that may be purchased on any exercise of an Option; provided, that such minimum number will not prevent Optionee from exercising the full number of shares of Common Stock as to which the Option is then exercisable.
               ii) The obligation of the Company to issue any shares of Common Stock pursuant to the exercise of any Optionsuch requisite authority shall be subject to the condition that such exercise and the issuance and delivery of such shares pursuant thereto comply with the Securities Act, all applicable state securities laws and the requirements of any stock exchange or national market system upon which the shares of Common Stock may then be listed or quoted, as in effect on the date of exercise. The Company shall be under no obligation to register the shares of Common Stock with the Securities and Exchange Commission or to effect compliance with the registration, qualification or listing requirements of any state securities laws or stock exchange or national market system, and the Company shallnot have no liability for any inability or failure to do so.
               iii)been obtained. As a condition to the exercise of an Option,a Purchase Right, the Company may require the person exercising such OptionParticipant to representsatisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation, and warrant atto make any representation or warranty with respect thereto as may be requested by the timeCompany.

17.RIGHTS AS A STOCKHOLDER AND EMPLOYEE.

A Participant shall have no rights as a stockholder by virtue of any such exercise thatthe Participant’s participation in the Plan until the date of the issuance of a certificate for the shares of Common Stock are being purchased only for investment and without any present intention

-13-


pursuant to sell or distribute such shares of Common Stock if, in the opinion of counsel for the Company, such a representation is required by any securities or other applicable laws.

          f)Modification, Extension And Renewal of Options. The Committee shall have the power to modify, cancel, extend or renew outstanding Options and to authorize the grant of new Options in substitution therefor (regardless of whether any such action would be treated as a repricing for financial accounting or other purposes), provided that (except as permitted by Section 0 of this Plan) any such action may not, without the written consent of any Optionee, (i) impair any rights under any Option previously granted to such Optionee or (ii) cause the Option to become subject to Section 409Aexercise of the Code. Any outstanding Incentive Stock Option that is modified, extended, renewed or otherwise altered will be treated in accordance with Section 424(h) of the Code.
          g)Privileges of Stock Ownership. No Optionee will have any of the rights of a shareholder with respect to any shares of Common Stock subject to an Option until such Option is properly exercised and the purchased shares are issued and delivered to the Optionee, asParticipant’s Purchase Right (as evidenced by anthe appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company.Company). No adjustment shall be made for dividends, or distributions or other rights for which the record date is prior to the date such date of issuance and delivery,certificate is issued, except as provided in Section 4.2. Nothing herein shall confer upon a Participant any right to continue in the employ of the Participating Company Group or interfere in any way with any right of the Participating Company Group to terminate the Participant’s employment at any time and for any reason.

18.LEGENDS.

The Company may at any time place legends or other identifying symbols referencing any applicable federal or state securities law restrictions or any provision convenient in the administration of the Plan on some or all of the certificates representing shares of Stock issued under the Plan.

45

The Participant shall, at the request of the Company, promptly present to the Company any and all certificates representing shares acquired pursuant to a Purchase Right in the possession of the Participant in order to carry out the provisions of this Section.


19.NOTIFICATION OF SALE OF SHARES.

          10.ADJUSTMENT UPON CHANGES IN CAPITALIZATION AND CORPORATE EVENTS.
               (a) Capital Adjustments. The numberCompany may require the Participant to give the Company prompt notice of any disposition of shares acquired by exercise of Common Stock (i) covereda Purchase Right within two years from the date of granting such Purchase Right or one year from the date of exercise of such Purchase Right (a “Disqualifying Disposition”), whichever is later. Any such notice requirement regarding a Disqualifying Disposition will be contained in the Participant’s Subscription Agreement. The Company may require that until such time as a Participant disposes of shares acquired upon exercise of a Purchase Right, the Participant shall hold all such shares in the Participant’s name (or, if elected by each outstanding Optionthe Participant, in the name of the Participant and his or her spouse but not in the name of any nominee) until the lapse of the Disqualifying Disposition time periods with respect to such Purchase Right. The Company may direct that the certificates evidencing shares acquired by exercise of a Purchase Right refer to such requirement to give prompt notice of disposition.

20.NOTICES.

All notices or other communications by a Participant to the Company under or in connection with the Plan shall be deemed to have been duly given when received in the form specified by the Company at the location, or by the person, designated by the Company for the receipt thereof.

21.INDEMNIFICATION.

In addition to such other rights of indemnification as they may have as members of the Board or officers or employees of the Participating Company Group, members of the Board and any officers or employees of the Participating Company Group to whom authority to act for the Board or the Company is delegated shall be indemnified by the Company against all reasonable

-14-


expenses, including attorneys’ fees, actually and necessarily incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan, or any right granted hereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such person is liable for gross negligence, bad faith or intentional misconduct in duties; provided, however, that within sixty (60) days after the institution of such action, suit or proceeding, such person shall offer to the Company, in writing, the opportunity at its own expense to handle and defend the same.

22.AMENDMENT OR TERMINATION OF THE PLAN.

The Board may at any time amend or terminate the Plan, except that (a) such termination shall not affect Purchase Rights previously granted under the Plan, the exercise or purchase price of such outstanding Option, and any other terms of the Option that the Committee determines requires adjustment and (ii) available for issuance under Sections 5 and 7 shall be adjusted to reflect,than as deemed appropriate by the Committee, any increase or decrease in the number of shares of Common Stock resulting from a stock dividend, stock split, reverse stock split, combination, reclassification or similar change in the capital structure of the Company without receipt of consideration, subject to any required action by the Board or the shareholders of the Company and compliance with applicable securities laws; provided, however, that a fractional share will not be issued upon exercise of any Option, and either (i) any fraction of a share of Common Stock that would have resulted will be cashed out at Fair Market Value or (ii) the number of shares of Common Stock issuablepermitted under the Option will be rounded down toPlan, and (b) no amendment may adversely affect a Purchase Right previously granted under the nearest whole number, as determined by the Committee. Except as the Committee determines, no issuance by the Company of shares of capital stock of any class, or securities convertible into shares of capital stock of any class, shall affect, and no adjustment by reason hereof shall be made with respect to, the number or price of shares of Common Stock subject to an Option.

               (b) Dissolution or Liquidation. The Committee shall notify the Optionee at least twenty (20) days prior to any proposed dissolution or liquidation of the Company. Unless provided otherwise in an individual Option Agreement or in a then-effective written employment agreement between the Optionee and the Company or an Affiliate,Plan (except to the extent that an Option has not been previously exercised, any such Option shall expire immediately prior to consummation of such dissolution or liquidation.
               (c) Change in Control.Unless specifically provided otherwise with respect to Change in Control events in an individual Option Agreement or in a then-effective written employment agreement between the Optionee and the Company or an Affiliate, if, during the effectiveness ofpermitted by the Plan a Change in Control occurs, then the Options outstanding immediately before the Change of Control willor as may be assumed by the surviving corporation or the acquiring corporation or will be converted into options or rights of at least equal value; except that if the surviving corporation or the acquiring corporation refusesnecessary to so assume or to so convert the outstanding Options, then the Options shall become fully vested and exercisable, and the Company shall notify each Participant, not later than 20 days prior to the effective date of such Change of Control (except that in the case of a Change of Control described in clause (iii) above in this paragraph, notice shall be given as soon as practicable after that Change of Control), that all his Options have become fully vested and exercisable, whether or not such Options would otherwise then be exercisable under the terms of his Option Agreement. Any such arrangement relating to Incentive Options shall comply with the requirements of Section 422 of the Code and the regulations thereunder. To the extent that the Participants exercise the Options before or on the effective date of the Change of Control, the Company shall issue all Common Stock purchased by exercise of those Options (subject to Optionee’s satisfaction of the requirements of Section 9(c)), and those shares of Common Stock shall be treated as issued and outstanding for purposes of the Change of Control. Upon a Change of Control, where the outstanding Options are not assumed by the surviving corporation or the acquiring corporation,qualify the Plan shall terminate, and any unexercised Options outstanding under the Plan at that date shall terminate.
          11.STOCKHOLDER APPROVAL.The Company shall obtain the approval of the Plan by the Company’s stockholdersas an employee stock purchase plan pursuant to the extent required to satisfy Section 162(m)423 of the Code or to satisfyobtain qualification or comply with any applicable laws orregistration of the rules of any stock exchange or national market system on which the Common Stock may be listed or quoted. No Option that is issued as a result of any increase in the number of shares of Common Stock authorizedunder applicable federal or state securities laws). In addition, an amendment to be issued under the Plan maymust be exercised prior to

46


the time such increase has been approved by the stockholders of the Company and all such Options granted pursuant to such increase will similarly terminate if such shareholder approval is not obtained.
          12.ADMINISTRATION.This Plan shall be administered by the Committee. The Committee shall interpret the Plan and any Options granted pursuant to the Plan and shall prescribe such rules and regulations in connection with the operationwithin twelve (12) months of the Plan as it determines to be advisable for the administration of the Plan. The Committee may rescind and amend its rules and regulations from time to time. The interpretation by the Committee of any of the provisions of this Plan or any Option granted under this Plan shall be final and binding upon the Company and all persons having an interest in any Option or any shares of Common Stock acquired pursuant to an Option.
          13.EFFECT OF PLAN.Neither the adoption of such amendment if such amendment would authorize the sale of more shares than are authorized for issuance under the Plan, nor any actionwould change the definition of the corporations that may be designated by the Board as Participating Companies or would be required under the Code, applicable securities laws or the Committee shallrules of any securities exchange or market system upon which the Stock may then be deemedlisted. In the event that the Board approves an amendment to give any Employee, Director or Consultant any right to be granted an Option or any other rights except as may be evidenced byincrease the Option Agreement, or any amendment thereto, dulynumber of shares authorized by the Committee and executed on behalf of the Company, and then only to the extent and on the terms and conditions expressly set forth therein. The existence offor issuance under the Plan and the Options granted hereunder shall not affect in any way the right of(the “Additional Shares”), the Board, in its sole discretion, may specify that such Additional Shares may only be issued pursuant to Purchase Rights granted after the Committee ordate on which the stockholders of the Company approve such amendment, and such designation by the Board shall not be deemed to make or authorizehave adversely affected any adjustment, recapitalization, reorganization or other change inPurchase Right granted prior to the Company’s capital structure or its business, any merger or consolidation or other transaction involvingdate on which the Company, any issuestockholders approve the amendment.

23.MISCELLANEOUS PROVISIONS.

23.1Proceeds from the sale of bonds, debentures, or shares of preferred stock ahead of or affecting the Common Stock or the rights thereof, the dissolution or liquidationpursuant to Purchase Rights shall constitute general funds of the Company or any sale or transfer of all or any part of the Company’s assets or business, or any other corporate act or proceeding by or for the Company.

23.2The Plan and Offering do not constitute an employment contract. Nothing contained in the Plan or in any Option Agreement or in other related documentsthe Offering shall confer upon any Employee, Director or Consultant any right with respect to such person’s Continuous Service or interfere or affect in any way withalter the rightat will nature of a Participant’s employment or be deemed to create in any way whatsoever any obligation on the part of any Participant to continue in the employ of a Participating Company, or an Affiliate to terminate such person’s Continuous Service at any time, with or without cause.

          14.NO EFFECT ON RETIREMENT AND OTHER BENEFIT PLANS.Except as specifically provided in a retirement or other benefit plan of the Company or an Affiliate, Options shall not be deemed compensation for purposes of computing benefits or contributions under any retirement plan of the Company or an Affiliate, and shall not affect any benefits under any other benefit plan of any kind or any benefit plan subsequently instituted under which the availability or amount of benefits is related to level of compensation. The Plan is not a “Retirement Plan” or “Welfare Plan” under the Employee Retirement Income Security Act of 1974, as amended.
          15.AMENDMENT OR TERMINATION OF PLAN.The Board in its discretion may, at any time or from time to time after the date of adoption of the Plan, terminate or amend the Plan in any respect, including amendment of any form of Option Agreement, exercise agreement or instrument to be executed pursuant to the Plan; provided, however, to the extent necessary to comply with the Code, including Sections 162(m) and 422 of the Code, other applicable laws, or the applicable requirements of any stock exchange or national market system, the Company shall obtain stockholder approval of any Plan amendment in such manner and to such a degree as required. No Option may be granted after termination of the Plan. Any amendment or termination of the Plan shall not affect Options previously granted, and such Options shall remain in full force and effect as if the Plan had not been amended or terminated, unless mutually agreed otherwise in a writing (including an Option Agreement) signed by the Optionee and the Company.
          16.TERM OF PLAN.Unless sooner terminated by action of the Board, the Plan shall terminate on the earlierpart of (i)a Participating Company to continue the tenth (10th) anniversaryemployment of the Effective Date or (ii) the date on which no shares of Common Stock subject to the Plan remain available to be granted as Options under the Plan according to its provisions.

47

a Participant.


          17.SEVERABILITY AND REFORMATION.23.3The Company intends all provisions of the Plan to be enforced to the fullest extent permitted by law. Accordingly, should a court of competent jurisdiction determine that the scope of any provision of the Plan is too broad to be enforced as written, the court should reform the provision to such narrower scope as it determines to be enforceable. If, however, any provision of the Plan is held to be wholly illegal, invalid, or unenforceable under present or future law, such provision shall be fully severable and severed, and the Plan shall be construed and enforced as if such illegal, invalid, or unenforceable provision were never a part hereof, and the remaining provisions of the Plan shall remain in full force and effect and shall not be affectedgoverned by the illegal, invalid, or unenforceable provision or by its severance.
          18.GOVERNING LAW.The Plan shall be construed and interpreted in accordance with the laws of the State of Texas.
          19.INTERPRETIVE MATTERS.Whenever required by the context, pronouns and any variation thereof shall be deemedDelaware without resort to refer to the masculine, feminine, or neuter, and the singular shall include the plural, and vice versa. The term “include” or “including” does not denote or imply any limitation. The captions and headings used in the Plan are inserted for convenience and shall not be deemed a partthat state’s conflicts of the Plan for construction or interpretation.
laws rules.

48

-15-


ANNUAL MEETING OF STOCKHOLDERS OF

TYLER TECHNOLOGIES, INC.

May 13, 201010, 2012

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL:

The Notice of Meeting, proxy statement and proxy card

are available at www.tylertech.com

Please sign, date and mail

your proxy card in the

envelope provided as soon

as possible.

iPlease detach along perforated line and mail in the envelope provided.i

n    20733000000000000000  2

051012

THIS PROXY WILL BE VOTED AS SPECIFIED BELOW. IF NO SPECIFICATION IS MADE,

THIS PROXY WILL BE VOTED FOR THE MATTERS SPECIFICALLY REFERRED TO BELOW.

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HEREx

FORAGAINSTABSTAIN

1.   Election of Directors:

2.   Approval of the Amended and Restated Employee Stock Purchase Plan.

¨¨¨
¨

FOR ALL NOMINEES

NOMINEES:

LOGO     Donald R. Brattain

LOGO     J. Luther King, Jr.

LOGO     John S. Marr, Jr.

LOGO     G. Stuart Reeves

LOGO     Michael D. Richards

LOGO     Dustin R. Womble

LOGO     John M. Yeaman

3.   Ratification of Ernst & Young LLP as independent auditors.

¨¨¨

¨

WITHHOLD AUTHORITY

FOR ALL NOMINEES

4.   In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting or adjournments thereof.

¨

FOR ALL EXCEPT

(See instructions below)

INSTRUCTIONS: To  withhold authority to vote for any individual nominee(s), mark“FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here:   l

To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.

¨

Signature of Stockholder  Date:  Signature of Stockholder  Date:  
n

Note:       Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.

n


ANNUAL MEETING OF STOCKHOLDERS OF

TYLER TECHNOLOGIES, INC.

May 10, 2012

PROXY VOTING INSTRUCTIONS

INTERNET -Access “www.voteproxy.com” and follow the on-screen instructions. Have your proxy card available when you access the web page.

Vote online until 11:59 PM EST the day before the meeting.

MAIL -Sign, date and mail your proxy card in the envelope provided as soon as possible.

IN PERSON -You may vote your shares in person by attending the Annual Meeting.

COMPANY NUMBER

ACCOUNT NUMBER

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL:
The Notice of Meeting, proxy statement and proxy card
are available at www.tylertech.com

Please sign, date and mail
your proxy card in the
envelope provided as soon
as possible.

êi  Please detach along perforated line and mail in the envelope provided.providedIF you are not voting via the Internet.  êi

(LOGO)
n    20733000000000000000  2

051012

THIS PROXY WILL BE VOTED AS SPECIFIED BELOW. IF NO SPECIFICATION IS MADE,

THIS PROXY WILL BE VOTED FOR THE MATTERS SPECIFICALLY REFERRED TO BELOW.

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HEREýx

FORAGAINSTABSTAIN

1.   Election of Directors:

2.   Approval of the Amended and Restated Employee Stock Purchase Plan.

¨¨¨
¨FOR ALL NOMINEESNOMINEES:

LOGO     Donald R. Brattain

LOGO     J. Luther King, Jr.

LOGO     John S. Marr, Jr.

LOGO     G. Stuart Reeves

LOGO     Michael D. Richards

LOGO     Dustin R. Womble

LOGO     John M. Yeaman

3.   Ratification of Ernst & Young LLP as independent auditors.

¨¨¨

¨

WITHHOLD AUTHORITY

FOR ALL NOMINEES

4.   In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting or adjournments thereof.

¨

FOR ALL EXCEPT

(See instructions below)

INSTRUCTIONS:

 To  withhold authority to vote for any individual nominee(s), mark“FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here:   l

To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.

¨

Signature of Stockholder  Date:  Signature of Stockholder  Date:    
1.Election of Directors:
NOMINEES:
oFOR ALL NOMINEES¡   Donald R. Brattain
¡   J. Luther King, Jr.
oWITHHOLD AUTHORITY
FOR ALL NOMINEES
¡   John S. Marr, Jr.
¡   G. Stuart Reeves
¡   Michael D. Richards
oFOR ALL EXCEPT
(See instructions below)
¡   Dustin R. Womble
¡   John M. Yeaman
INSTRUCTIONS:
To withhold authority to vote for any individual nominee(s), mark“FOR ALL EXCEPT”
and fill in the circle next to each nominee you wish to withhold, as shown here:l
n

Note:       Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.

n
To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.o
2.Adoption of the Tyler Technologies, Inc. 2010 Stock Option Plan.FOR
o


¨                         ¢

PROXY

TYLER TECHNOLOGIES, INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY

The undersigned hereby (1) acknowledges receipt of the Notice dated April 10, 2012 of the annual meeting of stockholders of Tyler Technologies, Inc. (the “Company”) to be held at the Park City Club, 5956 Sherry Lane, Suite 1700, Dallas, Texas, on Thursday, May 10, 2012 at 9:30 a.m. local time, and the proxy statement in connection therewith, and (2) appoints John S. Marr, Jr. and John M. Yeaman, and each of them, his proxies with full power of substitution and revocation, for and in the name, place and stead of the undersigned to vote upon and act with respect to, all of the shares of Common Stock of the Company standing in the name of the undersigned, or with respect to which the undersigned is entitled to vote and act at said meeting and at any adjournment thereof, and the undersigned directs that his proxy be voted as indicated on the reverse side hereof. If only one of the above proxies shall be present in person, or by substitute, at such meeting or any adjournment thereof, that proxy, so present and voting, either in person or by substitute, shall exercise all of the powers hereby given.

The undersigned hereby revokes any proxy or proxies heretofore given to vote upon or act with respect to such stock and hereby ratifies and confirms all that said proxies, their substitute or any of them may lawfully do by virtue hereof.

(Continued and to be signed on the reverse side)AGAINST
oABSTAIN
o3.Ratification of Ernst & Young LLP as independent auditors.ooo4.In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting or adjournments thereof.



Signature of StockholderDate:Signature of StockholderDate:
Note:
Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.
nn


ANNUAL MEETING OF STOCKHOLDERS OF
TYLER TECHNOLOGIES, INC.
May 13, 2010

PROXY VOTING INSTRUCTIONS

INTERNET -Access “www.voteproxy.com” and follow the on-screen instructions. Have your proxy card available when you access the web page, and use the Company Number and Account Number shown on your proxy card.
Vote online until 11:59 PM EST the day before the meeting.
MAIL -Sign, date and mail your proxy card in the envelope provided as soon as possible.
IN PERSON -You may vote your shares in person by attending the Annual Meeting.
COMPANY NUMBER
ACCOUNT NUMBER


NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL: The Notice of Meeting, proxy statement and
proxy card are available at www.tylertech.com

ê Please detach along perforated line and mail in the envelope providedIF you are not voting via the Internet.ê
(LOGO)
THIS PROXY WILL BE VOTED AS SPECIFIED BELOW. IF NO SPECIFICATION IS MADE,
THIS PROXY WILL BE VOTED FOR THE MATTERS SPECIFICALLY REFERRED TO BELOW.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HEREý
1.Election of Directors:
NOMINEES:
oFOR ALL NOMINEES¡   Donald R. Brattain
¡   J. Luther King, Jr.
oWITHHOLD AUTHORITY
FOR ALL NOMINEES
¡   John S. Marr, Jr.
¡   G. Stuart Reeves
¡   Michael D. Richards
oFOR ALL EXCEPT
(See instructions below)
¡   Dustin R. Womble
¡   John M. Yeaman
INSTRUCTIONS:
To withhold authority to vote for any individual nominee(s), mark“FOR ALL EXCEPT”
and fill in the circle next to each nominee you wish to withhold, as shown here:l
To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.o
2.Adoption of the Tyler Technologies, Inc. 2010 Stock Option Plan.FOR
o
AGAINST
o
ABSTAIN
o
3.Ratification of Ernst & Young LLP as independent auditors.ooo
4.In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting or adjournments thereof.


Signature of StockholderDate:Signature of StockholderDate:
Note:
Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.
nn

 

¢


  14475  ¢
on
PROXY
TYLER TECHNOLOGIES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY
As an alternative to completing this form, you may enter your vote instruction via the Internet at WWW.VOTEPROXY.COM and follow the simple instructions. Use the Company Number and Account Number shown on your proxy card.
     The undersigned hereby (1) acknowledges receipt of the Notice dated March 31, 2010 of the annual meeting of stockholders of Tyler Technologies, Inc. (the “Company”) to be held at the Park City Club, 5956 Sherry Lane, Suite 1700, Dallas, Texas, on Thursday, May 13, 2010 at 9:30 a.m. local time, and the proxy statement in connection therewith, and (2) appoints John S. Marr, Jr. and John M. Yeaman, and each of them, his proxies with full power of substitution and revocation, for and in the name, place and stead of the undersigned to vote upon and act with respect to, all of the shares of Common Stock of the Company standing in the name of the undersigned, or with respect to which the undersigned is entitled to vote and act at said meeting and at any adjournment thereof, and the undersigned directs that his proxy be voted as indicated on the reverse side hereof. If only one of the above proxies shall be present in person, or by substitute, at such meeting or any adjournment thereof, that proxy, so present and voting, either in person or by substitute, shall exercise all of the powers hereby given.
     The undersigned hereby revokes any proxy or proxies heretofore given to vote upon or act with respect to such stock and hereby ratifies and confirms all that said proxies, their substitute or any of them may lawfully do by virtue hereof.
(Continued and to be signed on the reverse side)
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