A-3(Iv)参加者确认参加者对本公司的业务十分熟悉,足以理解本公司的业务性质,无须对本公司的业务作出进一步的定义。(D)“受限地区”的定义如下:(I)如果参与者最后一次在路易斯安那州为公司工作或向公司提供服务,“受限地区”是指路易斯安那州的以下任何教区:普莱克明斯、杰斐逊、圣伯纳德、奥尔良、圣查尔斯、圣约翰浸信会、圣詹姆斯、拉福什、特雷波恩、圣塔玛尼、圣玛丽、假设、阿森松、利文斯顿、坦吉帕霍亚、华盛顿、圣海伦、东费利西亚纳、西费利西亚纳、东巴吞鲁日、西巴吞鲁日、伊伯维尔、波因特库佩、伊比利亚、朱利翁、拉斐特、马丁、阿卡迪亚、圣玛丽、阿森松、利文斯顿、坦吉帕霍亚、华盛顿、圣海伦、东费利西亚纳、西费利西亚纳、东巴吞鲁日、西巴吞鲁日、伊伯利亚、朱利翁、拉斐特、圣马丁、阿卡迪亚、圣玛丽、阿森松、利文斯顿、坦帕霍亚、华盛顿、圣海伦、东费利西亚纳、西费利西亚纳、东巴吞鲁日、伊伯利亚、朱利翁、拉斐特、马丁、阿卡迪亚、圣玛丽圣兰德里、杰斐逊·戴维斯、卡梅伦、卡尔卡西厄、博雷德、艾伦、伊万杰琳、阿沃耶尔、拉皮德斯、弗农、康科迪亚、卡塔胡拉、拉沙尔、格兰特、纳奇托奇、萨宾、德索托、红河、温恩、卡塔胡拉、坦萨斯、富兰克林、麦迪逊、里奇兰、瓦奇塔、杰克逊、比恩维尔、林肯、卡多、博西尔、韦伯斯特、克莱本、联合、摩尔豪斯、西卡罗尔、东卡罗尔。(Ii)如果参与者最后一次在南达科他州或任何其他州、地区或地区为公司工作或向公司提供服务,“受限制地区”是指在紧接员工终止与公司的雇佣关系的十二(12)个月期间,员工负责的一个或多个地理区域。3.(B)参与者同意,在非邀请期内,参与者不得直接或间接从事任何旨在或合理地旨在诱使或促使公司的任何参与者或承包商全部或部分终止其与公司的雇佣关系或雇佣关系的行为。A-4(C)“公司人员”是指在参与者受雇或服务于公司的最后一天之前的十二(12)个月期间,因业务原因与公司有直接联系的任何受雇于公司的人员。4.非邀约-客户(A)参与者同意,在参与者受雇于公司或提供服务期间,以及在非邀请期内,参与者不会在限制区域内直接或间接代表参与者本人或代表另一人:(I)招揽、协助或诱使公司的任何客户从另一个人或实体购买公司当时销售的商品或服务,或协助或协助任何其他个人或实体识别或招揽任何此类客户(S);或(Ii)以其他方式干预公司与其任何参与者、客户、供应商、代理商或代表的关系。(B)“客户(S)”是指公司的现有客户(个人或实体),直接或间接(例如,例如,通过参与者在公司工作或服务的最后一天之前的十二(12)个月期间的任何时间)、拜访、招揽或与之共事。(C)Participant承认,由于Participant受雇于本公司或为其提供服务,Participant将作为本公司的代表使用本公司的资产和资源,并将受益于本公司与这些客户有关的商誉、知名度、声誉和经验,Participant将获得有关本公司客户的保密信息,因此,上述契约对于保护本公司的合法商业利益是合理和必要的。参与者同意本段中的契约将适用于上述定义的所有客户,即使公司的某些客户的身份可能为公众所知,即使参与者在受雇于公司之前知道或曾与一个或多个此类客户打交道。5.禁令救济;加速发现(A)如果参与者违反或威胁违反,或公司合理地相信参与者即将违反本RC协议中的任何限制性契诺,公司将有权获得禁令救济,以及公司在法律或衡平法上可能享有的任何其他权利或补救措施。参与者同意,公司将立即遭受不可挽回的损害,金钱损害不足以补偿公司或维持现状。因此,参与者同意发布临时限制令和其他强制令救济,以执行本RC协议。(C)参与者和公司同意,任何临时限制令和/或临时或初步禁令救济的申请应完全由具有司法管辖权的法院裁决,即使参与者和公司是仲裁协议的当事方,该协议还包括本《仲裁协议》项下的纠纷。参与者同意,在本节所述的情况下,参与者同意的上述禁制令救济应由具有管辖权的法院批准,以等待对案情进行仲裁,以便在仲裁之前维持现状。6.限制性契约通知参与者同意,参与者将在接受雇用、作为顾问或承包商聘用或参与商业企业之前,告知任何潜在的新雇主、商业企业的合作伙伴、投资者和/或任何寻求聘用参与者的服务的实体,本RC协议存在。参与者同意在接受任何此类雇佣或参与任何此类雇佣或商业活动之前,向任何此类个人或实体提供本RC协议的真实且正确的副本。参与者进一步授权本公司向任何此类实体或个人(S)提供本RC协议的副本。7.修改和可分割性如果本RC协议的任何部分、条款、段落、短语、词语和/或行(统称为“条款”)被认为是不可执行的,则本RC协议中任何条款的无效或不可执行性不应影响其余条款的有效性或可执行性,这些条款应被强制执行,如同违规条款未包括在本RC协议中一样。 8.法律、管辖权和地点的选择本RC协议将受参与者最后一次为公司工作或提供服务的美国州、区或地区的法律管辖、解释和解释,其有效性取决于该州、区或地区的法律,而不考虑此类司法管辖区的法律冲突原则。不论争议可在哪个法院或仲裁法庭进行裁决,均适用此种法律。9.有约束力和可转让性本协议对双方及其各自的继承人、个人代表、继承人、受让人、附属实体和任何利害关系方具有约束力,并符合他们的利益。参与者同意,如果本公司被另一家公司或商业实体收购、合并或以其他方式合并,则尚存实体将有权执行本《RC协议》的条款,犹如本公司本身执行《RC协议》一样。参与者进一步同意本公司可以转让,并在此同意将本RC协议转让给本公司的任何关联公司。参与者同意,如果参与者从一家公司附属公司的雇佣或服务转移到另一家公司附属公司,则此类转让被视为在没有任何进一步文件的情况下进行。10.律师费和认可费参与者和公司同意,在执行本RC协议的任何法律程序中,胜诉方有权获得其实际费用和开支的补偿,包括但不限于合理的律师费、费用和支出。参赛者确认并理解本公司特此建议参赛者在签订RC协议之前咨询律师。 [_____], 20[__]V9 - CO版本A-1 ADT,Inc.的附件A 2018年综合激励计划奖励协议限制性契约协议通过接受本限制性契约协议(“RC协议”)中规定的任何其他陈述、保证和契约外,综合激励计划参与者(“参与者”)同意遵守并遵守以下契约。 就本RC协议而言,“公司”包括ADT Inc.及其子公司和附属机构。 1.保密和商业秘密(a)参与者特此同意,在参与者受雇或为公司服务期间以及此后,参与者将不会使用或披露与公司任何业务相关的“机密信息”。“机密信息”不包括有关参与者的雇佣条款和条件或受《国家劳动关系法》保护的其他权利的信息。(C)参与者理解并同意,参与者同意不使用或披露保密信息和商业秘密,包括但不限于,该参与者将不会直接或间接:(I)使用公司商业秘密识别或锁定现有客户,以获取参与者个人利益或任何其他公司或实体的利益;(Ii)使用商业秘密为参与者个人利益或任何其他公司或实体的利益提供便利;和/或(Iii)使用商业秘密以其他方式与公司进行不公平竞争。(D)准许披露。A-2(I)尽管本协议有任何相反的规定,但根据USC第18条第1833(B)条规定的美国联邦法律,参与者理解,参与者不应根据任何联邦或州商业秘密法,因披露以下商业秘密而承担刑事或民事责任:(1)直接或间接向联邦、州或地方政府官员或律师保密,并仅出于举报或调查涉嫌违法的目的;或(2)在诉讼或其他诉讼程序中提起的申诉或其他文件,如果是盖章提出的。(Ii)上述第1(A)至(C)条不适用于以下信息:(I)参与者的一般培训、知识、技能或专长,无论是否在工作中获得;(Ii)在向参与者披露之前已为公众所知;(Iii)参与者或参与者的任何代表在向参与者披露后为公众所知;(Iv)参与者有权披露为受法律保护的行为;或(V)适用的法律、法规或法律程序要求参与者披露信息(前提是参与者向雇主提供关于计划披露的事先通知,并在寻求保护令或对此类信息的其他适当保护方面与雇主合理合作,费用由雇主承担)。尽管前一句第(Ii)和(Iii)款有所规定,但如果只有部分信息属于公共领域,则参与者对披露的信息保密的义务不会终止。2. (b)参与者不提供此类服务的协议均适用,无论参与者是否以员工、所有者、合伙人、委托人、顾问、独立承包商、顾问、代理人、官员、董事、投资者或股东的身份提供此类服务。 尽管有上述规定,参与者持有的构成上述第2(a)节所述竞争对手的上市公司发行股份少于1%,不应仅因拥有该等股份而被视为向该竞争对手提供服务。 3.非邀请函约定-ADT人员(A)参与者同意,在参与者受雇或服务于公司期间以及在(A)参与者从受雇或服务退休之日起至最终归属日期,或(B)参与者受雇或服务于公司后的两(2)年期间(“非邀请期”)内,参与者不会直接或间接地为参与者本人或代表另一人招揽任何公司人员离开公司。(B)“公司人员”是指参与者在公司受雇或服务的最后一天之前二十四(24)个月内受雇于公司的任何人员,(I)参与者因业务目的与之有直接联系的人,或(Ii)参与者因接触公司机密信息或商业秘密而知道的任何人。4.非邀约-客户(A)参与者同意,在参与者受雇于公司或为公司提供服务期间,以及在非邀请期内,参与者不会直接或间接地代表参与者本人或代表另一人,招揽、协助或诱使公司的任何客户从另一人或实体购买公司当时销售的商品或服务,或协助或协助任何其他人或实体识别或招揽任何此类客户(S)。(B)“客户(S)”是指参与者直接或间接(例如,通过参与者监督的员工)在参与者受雇或服务于公司的最后一天之前的二十四(24)个月期间的任何时间,直接或间接(例如,通过参与者监督的员工)拜访、招揽、与之共事或结识的公司客户(个人或实体)。5.禁令救济;加速发现(A)如果参与者违反或威胁违反,或公司合理地相信参与者即将违反本RC A-4协议中的任何限制性契诺,公司将有权获得禁令救济,以及公司在法律或衡平法上有权享有的任何其他权利或补救措施。参与者同意,公司将立即遭受不可挽回的损害,金钱损害不足以补偿公司或维持现状。因此,参与者同意发布临时限制令和其他强制令救济,以执行本RC协议。(B)参赛者同意任何禁制令的有效期应增加至与参赛者未能遵守本《康复会协议》所载契诺的任何期间相同的数额。(C)参与者和公司同意,任何临时限制令和/或临时或初步禁令救济的申请应完全由具有司法管辖权的法院裁决,即使参与者和公司是仲裁协议的当事方,该协议还包括本《仲裁协议》项下的纠纷。参赛者同意,在本节所述情况下,参赛者同意的上述禁制令救济应由有管辖权的法院给予,以待仲裁的是非曲直,以维持现状,等待仲裁。6.参与者同意在接受任何此类雇佣或参与任何此类雇佣或商业活动之前,向任何此类个人或实体提供本RC协议的真实且正确的副本。参与者进一步授权本公司向任何此类实体或个人(S)提供本RC协议的副本。7.修改和可分割性如果本RC协议的任何部分、条款、段落、短语、词语和/或行(统称“条款”)被认为是不可执行的,则本RC协议将被视为进行了必要的修改,以使其他不可执行的条款和本RC协议的其余部分有效和可执行。如果法院或仲裁员拒绝按照本协议的规定修改本协议,则本协议的任何条款的无效或不可执行性不应影响其余条款的有效性或可执行性,这些条款应像违规条款未包括在本协议中一样予以执行。8.法律、管辖权和地点的选择本RC协议将受参与者最后一次为公司工作或提供服务的美国州、区或地区的法律管辖、解释和解释,并根据该州、区或地区的法律确定其有效性,而不考虑此类司法管辖区的法律冲突原则。不论争议可在哪个法院或仲裁法庭进行裁决,均适用此种法律。[]本协议对双方及其各自的继承人、个人代表、继承人、受让人、附属实体和任何利害关系方具有约束力,并符合他们的利益。参与者同意,如果本公司被另一家公司或商业实体收购、合并或以其他方式合并,则尚存实体将有权执行本《RC协议》的条款,犹如本公司本身执行《RC协议》一样。参与者进一步同意本公司可以转让,并在此同意将本RC协议转让给本公司的任何关联公司。参与者同意,如果参与者从一家公司附属公司的雇佣或服务转移到另一家公司附属公司,则此类转让被视为在没有任何进一步文件的情况下进行。10.律师费和认可费参与者和公司同意,在执行本RC协议的任何法律程序中,胜诉方有权获得其实际费用和开支的补偿,包括但不限于合理的律师费、费用和支出。参赛者确认并理解本公司特此建议参赛者在签订RC协议之前咨询律师。参与者签署2018年综合激励计划奖励协议,即表示参与者接受并同意完全遵守2018年综合激励计划奖励协议签名页中所述的本RC协议。V10-核心国家版本A-1 ADT,Inc.附件A 就本RC协议而言,“公司”包括ADT Inc.及其子公司和附属机构。 1.保密(a)参与者特此同意,参与者在公司受雇或服务期间以及此后,不会使用或披露与公司任何业务相关的“保密信息”。“机密信息”不包括有关参与者的雇佣条款和条件或受《国家劳动关系法》保护的其他权利的信息。(C)允许的披露:尽管本协议有任何相反的规定,但根据USC第18条第1833(B)条规定的美国联邦法律,参与者理解,参与者不应根据任何联邦或州商业秘密法,因披露以下商业秘密而承担刑事或民事责任:(1)直接或间接向联邦、州或地方政府官员或律师保密,并仅出于举报或调查涉嫌违法的目的;或(2)在诉讼或其他诉讼程序中提起的申诉或其他文件,如果是盖章提出的。如果参与者因举报涉嫌违法行为而向雇主提起报复诉讼,参与者可以向参与者的律师披露此类商业秘密,并在相关的法庭诉讼中使用该商业秘密信息,A-2规定参与者提交任何盖有印章的包含商业秘密信息的文件,除非根据法院命令,否则不披露该商业秘密。2.非征集契约-ADT人员(A)参与者同意,在参与者受雇或为公司服务期间,以及在(A)参与者从受雇或服务退休之日起至最终归属日期,或(B)参与者在公司受雇或服务离职后两(2)年期间(“非邀请期”)内,参与者不会直接或间接地为参与者本人或代表另一人招揽、招募、资助、或诱使任何公司人员离开公司,以便接受与公司无关的其他个人或实体的雇用或向其提供服务,或在知情的情况下采取任何行动,协助或协助任何其他个人或实体识别、招揽、招聘、引诱或雇用任何该等公司人员;或(Ii)以其他方式干预公司与公司任何人员的关系。(B)参与者同意,在非邀请期内,参与者不得直接或间接从事任何旨在或合理地旨在诱使或促使公司的任何参与者或承包商全部或部分终止其与公司的雇佣关系或雇佣关系的行为。(C)“公司人员”是指在参与者受雇或服务于公司的最后一天之前的二十四(24)个月期间内受雇于公司的任何人员,并且(I)参与者因业务目的与其有直接联系,或(Ii)参与者因接触到公司的保密信息或商业秘密而知道的任何人。3.(B)“客户(S)”是指参与者直接或间接(例如,通过参与者监督的员工)在参与者受雇或服务于公司的最后一天之前的二十四(24)个月期间的任何时间,直接或间接(例如,通过参与者监督的员工)拜访、招揽、与之共事或结识的公司客户(个人或实体)。(C)Participant承认,由于Participant受雇于本公司或为其提供服务,Participant将作为本公司的代表使用本公司的资产和资源,并将受益于本公司与这些客户有关的商誉、知名度、声誉和经验,Participant将获得有关本公司客户的保密信息,因此,上述契约对于保护本公司的合法商业利益是合理和必要的。参与者同意本段中的契约将适用于上述定义的所有客户,即使公司的某些客户的身份可能为公众所知,即使参与者在受雇于公司之前知道或曾与一个或多个此类客户打交道。4.禁令救济;加速发现(A)如果参与者违反或威胁违反,或公司合理地相信参与者即将违反本RC协议中的任何限制性契诺,公司将有权获得禁令救济,以及公司在法律或衡平法上可能享有的任何其他权利或补救措施。参与者同意,公司将立即遭受不可挽回的损害,金钱损害不足以补偿公司或维持现状。(B)参赛者同意任何禁制令的有效期应增加至与参赛者未能遵守本《康复会协议》所载契诺的任何期间相同的数额。(C)参与者和公司同意,任何临时限制令和/或临时或初步禁令救济的申请应完全由具有司法管辖权的法院裁决,即使参与者和公司是仲裁协议的当事方,该协议还包括本《仲裁协议》项下的纠纷。参与者同意,在本节所述的情况下,参与者同意的上述禁制令救济应由具有管辖权的法院批准,以等待对案情进行仲裁,以便在仲裁之前维持现状。5.限制性契约通知参与者同意,参与者将在接受雇用、作为顾问或承包商聘用或从事企业之前,告知任何潜在的新雇主、商业企业的合作伙伴、投资者和/或任何寻求聘用参与者的服务的实体[]A-4合资企业,本RC协议存在。参与者同意在接受任何此类雇佣或参与任何此类雇佣或商业活动之前,向任何此类个人或实体提供本RC协议的真实且正确的副本。参与者进一步授权本公司向任何此类实体或个人(S)提供本RC协议的副本。6.修改和可分割性如果本RC协议的任何部分、条款、段落、短语、词语和/或行(统称“条款”)被认为是不可执行的,则本RC协议将被视为进行了必要的修改,以使其他不可执行的条款和本RC协议的其余部分有效和可执行。如果法院或仲裁员拒绝按照本协议的规定修改本协议,则本协议的任何条款的无效或不可执行性不应影响其余条款的有效性或可执行性,这些条款应像违规条款未包括在本协议中一样予以执行。7.法律、管辖权和地点的选择本RC协议将受参与者最后一次为公司工作或提供服务的美国州、区或地区的法律管辖、解释和解释,并根据该州、区或地区的法律确定其有效性,而不考虑此类司法管辖区的法律冲突原则。不论争议可在哪个法院或仲裁法庭进行裁决,均适用此种法律。8.具有约束力和可转让性本协议对双方及其各自的继承人、个人代表、继承人、受让人、附属实体和任何利害关系方具有约束力,并符合他们的利益。参与者进一步同意本公司可以转让,并在此同意将本RC协议转让给本公司的任何关联公司。参与者同意,如果参与者从一家公司附属公司的雇佣或服务转移到另一家公司附属公司,则此类转让被视为在没有任何进一步文件的情况下进行。9.律师费和认可费参与方和公司同意,在执行本RC协议的任何法律程序中,胜诉方有权获得其实际费用和开支的补偿,包括但不限于合理的律师费、费用和支出。参赛者确认并理解本公司特此建议参赛者在签订RC协议之前咨询律师。参与者签署2018年综合激励计划奖励协议,即表示参与者接受并同意A-5完全遵守本RC协议,如2018年综合激励计划奖励协议签名页所述。V11-蓝铅笔版本A-1 ADT,Inc.展品A 2018年综合激励计划奖励协议限制性契约协议通过接受本限制性契约协议(“RC协议”)中规定的任何其他陈述、保证和契约外,综合激励计划参与者(“参与者”)同意遵守并遵守以下契约。 就本RC协议而言,“公司”包括ADT Inc.及其子公司和附属机构。 1.保密(a)参与者特此同意,参与者在公司受雇或服务期间以及此后,不会使用或披露与公司任何业务相关的“保密信息”。“机密信息”不包括有关参与者的雇佣条款和条件或受《国家劳动关系法》保护的其他权利的信息。(C)允许的披露:尽管本协议有任何相反的规定,但根据USC第18条第1833(B)条规定的美国联邦法律,参与者理解,参与者不应根据任何联邦或州商业秘密法,因披露以下商业秘密而承担刑事或民事责任:(1)直接或间接向联邦、州或地方政府官员或律师保密,并仅出于举报或调查涉嫌违法的目的;或(2)在诉讼或其他诉讼程序中提起的申诉或其他文件,如果是盖章提出的。如果参与者因举报涉嫌违法行为而向雇主提起报复诉讼,参与者可以向参与者的律师披露此类商业秘密,并在相关的法庭诉讼中使用该商业秘密信息,A-2规定参与者提交任何盖有印章的包含商业秘密信息的文件,除非根据法院命令,否则不披露该商业秘密。2.(B)参与者同意,在非邀请期内,参与者不得直接或间接从事任何旨在或合理地旨在诱使或促使公司的任何参与者或承包商全部或部分终止其与公司的雇佣关系或雇佣关系的行为。(C)“公司人员”是指参与者在公司受雇或服务的最后一天之前的十二(12)个月期间内受雇于公司的任何人员,参与者因业务目的与其有直接联系的任何人员。3.非招标契约-客户(A)参与者同意,在参与者受雇于公司或提供服务期间,以及在非招标期间,参与者不会直接或间接地代表参与者本人或代表另一人:(I)招揽、协助或诱使公司的任何客户从另一人或实体购买公司当时销售的商品或服务,或协助或协助任何其他人或实体识别或招揽任何此类客户(S);或(Ii)以其他方式干预公司与其任何参与者、客户、供应商、代理商或代表的关系。(B)“客户(S)”是指参与者在公司受雇或服务的最后一天之前十二(12)个月期间的任何时间,直接或间接(例如,通过参与者监督的员工)拜访、招揽或与之共事的公司现有客户(个人或实体)。


A-3(C)Participant承认,由于Participant受雇于公司或在公司提供服务,Participant将作为公司的代表使用公司的资产和资源,并将受益于公司与这些客户有关的商誉、知名度、声誉和经验,Participant将获得关于公司客户的保密信息,因此,上述契约对于保护公司的合法商业利益是合理和必要的。参与者同意本段中的契约将适用于上述定义的所有客户,即使公司的某些客户的身份可能为公众所知,即使参与者在受雇于公司之前知道或曾与一个或多个此类客户打交道。4.禁令救济;加速发现(A)如果参与者违反或威胁违反,或公司合理地相信参与者即将违反本RC协议中的任何限制性契诺,公司将有权获得禁令救济,以及公司在法律或衡平法上可能享有的任何其他权利或补救措施。参与者同意,公司将立即遭受不可挽回的损害,金钱损害不足以补偿公司或维持现状。因此,参与者同意发布临时限制令和其他强制令救济,以执行本RC协议。(B)参赛者同意任何禁制令的有效期应增加至与参赛者未能遵守本《康复会协议》所载契诺的任何期间相同的数额。参与者同意,在本节所述的情况下,参与者同意的上述禁制令救济应由具有管辖权的法院批准,以等待对案情进行仲裁,以便在仲裁之前维持现状。5.限制性契约通知参与者同意,参与者将在接受雇用、作为顾问或承包商聘用或参与商业企业之前,告知任何潜在的新雇主、商业企业的合作伙伴、投资者和/或任何寻求聘用参与者的服务的实体,本RC协议存在。参与者同意在接受任何此类雇佣或参与任何此类雇佣或商业活动之前,向任何此类个人或实体提供本RC协议的真实且正确的副本。参与者进一步授权本公司向任何此类实体或个人(S)提供本RC协议的副本。A-4 6.修改和可分割性如果本RC协议的任何部分、条款、段落、短语、词语和/或行(统称为“条款”)被认为是不可执行的,则本RC协议中任何条款的无效或不可执行性不应影响其余条款的有效性或可执行性,这些条款应像违规条款未包括在本RC协议中一样执行。双方的意图是,如果任何法院或仲裁员将本RC协议的任何条款或条款或其任何部分解释为非法、无效或因该条款的期限或所涵盖的地区或事项而无法执行,则该法院应在法律允许的范围内减少该条款的期限、面积或事项,并以减少的形式执行该条款。7. 无论可能裁决争议的法院或仲裁机构如何,此类法律均应管辖。8.具有约束力和可转让性本协议对双方及其各自的继承人、个人代表、继承人、受让人、附属实体和任何利害关系方具有约束力,并符合他们的利益。参与者同意,如果本公司被另一家公司或商业实体收购、合并或以其他方式合并,则尚存实体将有权执行本《RC协议》的条款,犹如本公司本身执行《RC协议》一样。参与者进一步同意本公司可以转让,并在此同意将本RC协议转让给本公司的任何关联公司。参与者同意,如果参与者从一家公司附属公司的雇佣或服务转移到另一家公司附属公司,则此类转让被视为在没有任何进一步文件的情况下进行。9.律师费和认可费参与方和公司同意,在执行本RC协议的任何法律程序中,胜诉方有权获得其实际费用和开支的补偿,包括但不限于合理的律师费、费用和支出。参赛者确认并理解本公司特此建议参赛者在签订RC协议之前咨询律师。参与者签署2018年综合激励计划奖励协议,即表示参与者接受并同意A-5完全遵守本RC协议,如2018年综合激励计划奖励协议签名页所述。V12-红铅笔版(NE、VA、WY)A-1 ADT,Inc. 就本RC协议而言,“公司”包括ADT Inc.及其子公司和附属机构。 1.保密(a)参与者特此同意,参与者在公司受雇或服务期间以及此后,不会使用或披露与公司任何业务相关的“保密信息”。“机密信息”不包括有关参与者的雇佣条款和条件或受《国家劳动关系法》保护的其他权利的信息。(C)允许的披露:尽管本协议有任何相反的规定,但根据USC第18条第1833(B)条规定的美国联邦法律,参与者理解,参与者不应根据任何联邦或州商业秘密法,因披露以下商业秘密而承担刑事或民事责任:(1)直接或间接向联邦、州或地方政府官员或律师保密,并仅出于举报或调查涉嫌违法的目的;或(2)在诉讼或其他诉讼程序中提起的申诉或其他文件,如果是盖章提出的。如果参与者因举报涉嫌违法行为而向雇主提起报复诉讼,参与者可以向参与者的律师披露此类商业秘密,并在相关的法庭诉讼中使用该商业秘密信息,


A-2规定参与者提交任何盖有印章的包含商业秘密信息的文件,除非根据法院命令,否则不得泄露商业秘密。2.非邀请期-ADT人员参与者同意,在参与者受雇或服务于公司期间,以及在(A)参与者从受雇或服务退休之日起至最终归属日期,或(B)参与者在公司受雇或服务离职后一(1)年期间(“非邀请期”),参与者不会招揽在紧接雇员在公司工作的最后一天之前的18个月内与其有个人接触的任何公司现任员工。3.非征集契约-客户(A)参与者同意,在参与者受雇于公司或提供服务期间,以及在非征集期间,参与者不会征集任何客户。(B)“客户(S)”是指参与者在紧接参与者受雇或服务的最后一天之前的18个月内实际与之有业务往来并有个人接触的公司当前客户(个人或实体)。(C)Participant承认,由于Participant受雇于本公司或为其提供服务,Participant将作为本公司的代表使用本公司的资产和资源,并将受益于本公司与这些客户有关的商誉、知名度、声誉和经验,Participant将获得有关本公司客户的保密信息,因此,上述契约对于保护本公司的合法商业利益是合理和必要的。4.如果第2款或第3款被认定为不可执行,则该款的无效或不可执行性不应影响剩余款的有效性或可执行性,其余款应按照违规条款未包括在本协议中的方式执行。5.法律、管辖权和地点的选择本RC协议将受参与者最后一次为公司工作或提供服务的美国州、区或地区的法律管辖、解释和解释,并根据该州、区或地区的法律确定其有效性,而不考虑此类司法管辖区的法律冲突原则。不论争议可在哪个法院或仲裁法庭进行裁决,均适用此种法律。本协议对双方及其各自的继承人、个人代表、继承人、受让人、附属实体和任何利害关系方具有约束力,并符合他们的利益。参与者同意,如果本公司被另一家公司或商业实体收购、合并或以其他方式合并,则尚存实体将有权执行本《RC协议》的条款,犹如本公司本身执行《RC协议》一样。参与者进一步同意本公司可以转让,并在此同意将本RC协议转让给本公司的任何关联公司。参与者同意,如果参与者从一家公司附属公司的雇佣或服务转移到另一家公司附属公司,则此类转让被视为在没有任何进一步文件的情况下进行。7.律师费和认可费参与者和公司同意,在执行本RC协议的任何法律程序中,胜诉方有权获得其实际费用和开支的补偿,包括但不限于合理的律师费、费用和支出。参赛者确认并理解本公司特此建议参赛者在签订RC协议之前咨询律师。参与者签署2018年综合激励计划奖励协议,即表示参与者接受并同意完全遵守2018年综合激励计划奖励协议签名页中所述的本RC协议。V13-CA/ND版本A-1 ADT,Inc.2018综合激励计划奖励协议限制性契约协议通过接受本协议项下股权的授予,除本限制性契约协议(“RC协议”)规定的任何其他陈述、保证和契约外,综合奖励计划参与者(“参与者”)同意遵守和遵守下列契约。就本RC协议而言,“本公司”包括ADT公司及其子公司和附属公司。1.保密和商业秘密(A)参赛者特此同意,在参赛者受雇于公司或为公司服务期间,参赛者不会使用或披露与公司任何业务有关的“保密信息”。“机密信息”不包括有关参与者的雇佣条款和条件或受《国家劳动关系法》保护的其他权利的信息。(C)参与者理解并同意,参与者同意不使用或披露保密信息和商业秘密,包括但不限于,该参与者将不会直接或间接:(I)使用公司商业秘密识别或锁定现有客户,以获取参与者个人利益或任何其他公司或实体的利益;(Ii)使用商业秘密为参与者个人利益或任何其他公司或实体的利益提供便利;和/或(Iii)使用商业秘密以其他方式与公司进行不公平竞争。(D)允许的披露:尽管本协议有任何相反的规定,但根据USC第18条第1833(B)条规定的美国联邦法律,参与者理解,参与者不应因披露以下商业秘密而承担任何A-2联邦或州商业秘密法下的刑事或民事责任:(1)直接或间接向联邦、州或地方政府官员或律师保密,并仅出于举报或调查涉嫌违法的目的;或(2)在诉讼或其他诉讼程序中提起的申诉或其他文件,如果是盖章提出的。2.非征集契约-ADT人员(A)参与者同意,在参与者受雇或为公司服务期间,以及在(A)参与者从受雇或服务退休之日起至最终归属日期,或(B)参与者在公司受雇或服务离职后两(2)年期间(“非邀请期”)内,参与者不会直接或间接地为参与者本人或代表另一人招揽、招募、资助、或诱使任何公司人员离开公司,以便接受与公司无关的其他个人或实体的雇用或向其提供服务,或在知情的情况下采取任何行动,协助或协助任何其他个人或实体识别、招揽、招聘、引诱或雇用任何该等公司人员;或(Ii)以其他方式干预公司与公司任何人员的关系。(B)参与者同意,在非邀请期内,参与者不得直接或间接从事任何旨在或合理地旨在诱使或促使公司的任何参与者或承包商全部或部分终止其与公司的雇佣关系或雇佣关系的行为。(C)“公司人员”是指参与者在公司受雇或服务的最后一天之前二十四(24)个月内受雇于公司的任何人员,(I)参与者因业务目的与之有直接联系的人,或(Ii)参与者因接触公司机密信息或商业秘密而知道的任何人。3. 强制救济;快速发现(a)如果参与者违反或威胁违反,或公司有理由相信参与者即将违反本RC协议中的任何限制性契约,除了公司在法律或公平中可能享有的任何其他权利或救济之外,公司还有权获得禁令救济。 参与者同意公司将立即遭受不可挽回的损害,金钱赔偿不足以补偿公司或维持现状。 因此,参与者 [A-3同意发布临时限制令和执行本RC协议所需的其他禁令救济。(B)参赛者同意任何禁制令的有效期应增加至与参赛者未能遵守本《康复会协议》所载契诺的任何期间相同的数额。(C)参与者和公司同意,任何临时限制令和/或临时或初步禁令救济的申请应完全由具有司法管辖权的法院裁决,即使参与者和公司是仲裁协议的当事方,该协议还包括本《仲裁协议》项下的纠纷。参与者同意,在本节所述的情况下,参与者同意的上述禁制令救济应由具有管辖权的法院批准,以等待对案情进行仲裁,以便在仲裁之前维持现状。4.限制性契约通知参与者同意,参与者将在接受雇用、作为顾问或承包商聘用或参与商业企业之前,告知任何潜在的新雇主、商业企业的合作伙伴、投资者和/或任何寻求聘用参与者的服务的实体,本RC协议存在。参与者同意在接受任何此类雇佣或参与任何此类雇佣或商业活动之前,向任何此类个人或实体提供本RC协议的真实且正确的副本。参与者进一步授权本公司向任何此类实体或个人(S)提供本RC协议的副本。5.如果法院或仲裁员拒绝按照本协议的规定修改本协议,则本协议的任何条款的无效或不可执行性不应影响其余条款的有效性或可执行性,这些条款应像违规条款未包括在本协议中一样予以执行。6.法律、管辖权和地点的选择本RC协议将受参与者最后一次为公司工作或提供服务的美国州、区或地区的法律管辖、解释和解释,并根据该州、区或地区的法律确定其有效性,而不考虑此类司法管辖区的法律冲突原则。不论争议可在哪个法院或仲裁法庭进行裁决,均适用此种法律。7.有约束力和可转让性本协议对双方及其各自的继承人、个人代表、继承人、受让人、附属实体和A-4任何利害关系方具有约束力,并符合他们的利益。参与者同意,如果本公司被另一家公司或商业实体收购、合并或以其他方式合并,则尚存实体将有权执行本《RC协议》的条款,犹如本公司本身执行《RC协议》一样。参与者进一步同意本公司可以转让,并在此同意将本RC协议转让给本公司的任何关联公司。参与者同意,如果参与者从一家公司附属公司的雇佣或服务转移到另一家公司附属公司,则此类转让被视为在没有任何进一步文件的情况下进行。8.律师费和认可费参与者和公司同意,在执行本RC协议的任何法律程序中,胜诉方有权获得其实际费用和开支的补偿,包括但不限于合理的律师费、费用和支出。参赛者确认并理解本公司特此建议参赛者在签订RC协议之前咨询律师。参与者签署2018年综合激励计划奖励协议,即表示参与者接受并同意完全遵守2018年综合激励计划奖励协议签名页中所述的本RC协议。V14-LA/SD版本A-1 ADT,Inc.2018综合激励计划奖励协议限制性契约协议通过接受本协议项下股权的授予,除本限制性契约协议(“RC协议”)规定的任何其他陈述、保证和契约外,综合奖励计划参与者(“参与者”)同意遵守和遵守下列契约。就本RC协议而言,“本公司”包括ADT公司及其子公司和附属公司。1.保密(A)参赛者特此同意,在参赛者受雇于公司或为公司服务期间,参赛者不会使用或披露与公司任何业务有关的“保密信息”。“机密信息”不包括有关参与者的雇佣条款和条件或受《国家劳动关系法》保护的其他权利的信息。(C)允许的披露:尽管本协议有任何相反的规定,但根据USC第18条第1833(B)条规定的美国联邦法律,参与者理解,参与者不应根据任何联邦或州商业秘密法,因披露以下商业秘密而承担刑事或民事责任:(1)直接或间接向联邦、州或地方政府官员或律师保密,并仅出于举报或调查涉嫌违法的目的;或(2)在诉讼或其他诉讼程序中提起的申诉或其他文件,如果是盖章提出的。如果参与者因举报涉嫌违法行为而向雇主提起报复诉讼,参与者可以向参与者的律师披露此类商业秘密,并在相关的法庭诉讼中使用该商业秘密信息,A-2规定参与者提交任何盖有印章的包含商业秘密信息的文件,除非根据法院命令,否则不披露该商业秘密。2.(B)参与者同意,在非邀请期内,参与者不得直接或间接从事任何旨在或合理地旨在诱使或促使公司的任何参与者或承包商全部或部分终止其与公司的雇佣关系或雇佣关系的行为。(C)“公司人员”是指在参与者受雇或服务于公司的最后一天之前的十二(12)个月期间,因业务原因与公司有直接联系的任何受雇于公司的人员。3.非邀约-客户(A)参与者同意,在参与者受雇于公司或提供服务期间,以及在非邀请期内,参与者不会在限制区域内直接或间接代表参与者本人或代表另一人:(I)招揽、协助或诱使公司的任何客户从另一个人或实体购买公司当时销售的商品或服务,或协助或协助任何其他个人或实体识别或招揽任何此类客户(S);或(Ii)以其他方式干预公司与其任何参与者、客户、供应商、代理商或代表的关系。(B)“客户(S)”是指参与者在公司受雇或服务的最后一天之前十二(12)个月期间的任何时间,直接或间接(例如,通过参与者监督的员工)拜访、招揽或与之共事的公司现有客户(个人或实体)。][A-3(C)就本RC协议而言,本公司的业务如下:(I)如果参与者在紧接雇佣或服务终止前十二(12)个月内的任何时间受雇于ADT LLC或向ADT LLC提供服务,则本公司的业务是销售、安装、监控和/或维护住宅和小型企业场所的安全、消防、生命安全和自动化设备和服务,包括防盗警报系统、安全摄像头、家庭自动化和门禁系统,以及防盗、温度、洪水、火灾、烟雾、一氧化碳、紧急情况、医疗警报和跌倒检测监测和响应服务。(Ii)如果参与者在紧接雇佣或服务终止前十二(12)个月内的任何时间受雇于ADT Commercial LLC或向ADT Commercial LLC提供服务,则本公司的业务是销售、安装、监控和/或维护安全、消防和生命安全服务,并为商业、政府和其他机构提供风险咨询解决方案,包括防盗警报系统、安全摄像头、消防灭火和门禁系统,以及应对服务。(Iii)如果参与者在紧接雇佣或服务终止前十二(12)个月内的任何时间同时或在该期间的不同时间受雇于ADT LLC和ADT Commercial LLC或向两者提供服务,则本公司的业务均符合上文第1(C)(I)和(Ii)节所述的定义。(Iv)参加者确认参加者对本公司的业务有足够的熟悉度,足以理解本公司的业务性质,且无须对本公司的业务作出进一步定义。伯纳德、奥尔良、圣查尔斯、圣约翰浸信会、圣詹姆斯、拉福什、特雷博内、圣坦玛尼、圣玛丽、假设、阿森松、利文斯顿、坦吉帕霍亚、华盛顿、圣海伦、东费利西亚纳、西费利西亚纳、东巴吞鲁日、西巴吞鲁日、伊伯维尔、普因特库佩、伊比利亚、朱利安、拉斐特、圣马丁、阿卡迪亚、圣兰德里、杰斐逊·戴维斯、卡梅伦、卡尔卡西奥、博拉戈尔、艾伦、伊万吉林、阿沃耶尔、拉皮德斯、弗农、康科迪亚、阿胡拉、拉萨勒、格兰特、纳奇托奇、萨宾、迪托、红河、温恩、卡塔赫亚、坦萨斯、富兰克林、麦迪逊、拉皮兹、弗农、康科迪亚、阿胡拉、拉萨勒、格兰特、纳奇托什、萨宾、迪托、红河、温恩、卡塔哈、坦萨斯、富兰克林、麦迪逊、拉皮兹里奇兰、瓦奇塔、杰克逊、比恩维尔、林肯、卡多、博西尔、韦伯斯特、克莱本、尤尼翁、莫尔豪斯、西卡罗尔、东卡罗尔。(Ii)如果参与者最后一次在南达科他州或任何其他州、地区或地区为公司工作或向公司提供服务,“受限制地区”是指在紧接员工终止与公司的雇佣关系的十二(12)个月期间,员工负责的一个或多个地理区域。A-4(E)Participant承认,由于Participant受雇于公司或为其提供服务,Participant将作为公司的代表使用公司的资产和资源,并将受益于公司对这些客户的商誉、知名度、声誉和经验,Participant将获得有关公司客户的保密信息,因此,上述契约对于保护公司的合法商业利益是合理和必要的。 4.强制救济;快速发现(a)如果参与者违反或威胁违反,或公司有理由相信参与者即将违反本RC协议中的任何限制性契约,除了公司在法律或公平中可能享有的任何其他权利或救济之外,公司还有权获得禁令救济。参与者同意,公司将立即遭受不可挽回的损害,金钱损害不足以补偿公司或维持现状。因此,参与者同意发布临时限制令和其他强制令救济,以执行本RC协议。(B)参赛者同意任何禁制令的有效期应增加至与参赛者未能遵守本RC协议所载契诺的任何期间相同的数额,但在任何情况下不得超过参赛者终止受雇于本公司的日期起计的24个月。(C)参与者和公司同意,任何临时限制令和/或临时或初步禁令救济的申请应完全由具有司法管辖权的法院裁决,即使参与者和公司是仲裁协议的当事方,该协议还包括本《仲裁协议》项下的纠纷。参与者同意,在本节所述的情况下,参与者同意的上述禁制令救济应由具有管辖权的法院批准,以等待对案情进行仲裁,以便在仲裁之前维持现状。5.限制性契约通知参与者同意,参与者将在接受雇用、作为顾问或承包商聘用或参与商业企业之前,告知任何潜在的新雇主、商业企业的合作伙伴、投资者和/或任何寻求聘用参与者的服务的实体,本RC协议存在。参与者同意在接受任何此类雇佣或参与任何此类雇佣或商业活动之前,向任何此类个人或实体提供本RC协议的真实且正确的副本。A-5 6.修改和可分割性如果本RC协议的任何部分、条款、段落、短语、词语和/或行(统称为“条款”)被认为是不可执行的,则本RC协议中任何条款的无效或不可执行性不应影响其余条款的有效性或可执行性,这些条款应作为违规条款未包括在本RC协议中一样执行。双方的意图是,如果任何法院或其他法庭将本RC协议的任何条款或条款或其任何部分解释为非法、无效或不可执行,因为该条款的期限或所涵盖的地区或事项,该法院应在法律允许的范围内减少该条款的期限、面积或事项,并以其缩减的形式,该条款应可执行并应被强制执行。7.法律、管辖权和地点的选择本RC协议将受参与者最后一次为公司工作或提供服务的美国州、区或地区的法律管辖、解释和解释,并根据该州、区或地区的法律确定其有效性,而不考虑此类司法管辖区的法律冲突原则。不论争议可在哪个法院或仲裁法庭进行裁决,均适用此种法律。8.具有约束力和可转让性本协议对双方及其各自的继承人、个人代表、继承人、受让人、附属实体和任何利害关系方具有约束力,并符合他们的利益。参与者进一步同意本公司可以转让,并在此同意将本RC协议转让给本公司的任何关联公司。参与者同意,如果参与者从一家公司附属公司的雇佣或服务转移到另一家公司附属公司,则此类转让被视为在没有任何进一步文件的情况下进行。9.律师费和认可费参与方和公司同意,在执行本RC协议的任何法律程序中,胜诉方有权获得其实际费用和开支的补偿,包括但不限于合理的律师费、费用和支出。参赛者确认并理解本公司特此建议参赛者在签订RC协议之前咨询律师。参与者签署2018年综合激励计划奖励协议,即表示参与者接受并同意A-6完全遵守本RC协议,如2018年综合激励计划奖励协议签名页所述。]V15 - IL版本A-1 ADT,Inc.的附件A 2018年综合激励计划奖励协议限制性契约协议通过接受本限制性契约协议(“RC协议”)中规定的任何其他陈述、保证和契约外,综合激励计划参与者(“参与者”)同意遵守并遵守以下契约。 就本RC协议而言,“公司”包括ADT Inc.及其子公司和附属机构。 1.保密(a)参与者特此同意,参与者在公司受雇或服务期间以及此后,不会使用或披露与公司任何业务相关的“保密信息”。“机密信息”不包括有关参与者的雇佣条款和条件或受《国家劳动关系法》保护的其他权利的信息。(C)允许的披露:尽管本协议有任何相反的规定,但根据USC第18条第1833(B)条规定的美国联邦法律,参与者理解,参与者不应根据任何联邦或州商业秘密法,因披露以下商业秘密而承担刑事或民事责任:(1)直接或间接向联邦、州或地方政府官员或律师保密,并仅出于举报或调查涉嫌违法的目的;或(2)在诉讼或其他诉讼程序中提起的申诉或其他文件,如果是盖章提出的。如果参与者因举报涉嫌违法行为而向雇主提起报复诉讼,参与者可以向参与者的律师披露此类商业秘密,并在相关的法庭诉讼中使用该商业秘密信息,A-2规定参与者提交任何盖有印章的包含商业秘密信息的文件,除非根据法院命令,否则不披露该商业秘密。2.(B)参与者同意,在非邀请期内,参与者不得直接或间接从事任何旨在或合理地旨在诱使或促使公司的任何参与者或承包商全部或部分终止其与公司的雇佣关系或雇佣关系的行为。(C)“公司人员”是指参与者在公司受雇或服务的最后一天之前二十四(24)个月内受雇于公司的任何人员,(I)参与者因业务目的与之有直接联系的人,或(Ii)参与者因接触公司机密信息或商业秘密而知道的任何人。3.非邀约-客户(A)如果参与者目前达到以下第4节规定的法定工资门槛,参与者同意,在参与者受雇于公司或服务期间,以及在非邀约期间,参与者不会直接或间接地代表参与者本人或代表另一人:(I)招揽、帮助或诱使公司的任何客户从另一个人或实体购买公司随后销售的商品或服务,或协助或协助任何其他个人或实体识别或招揽任何此类客户(S);或(Ii)就参与者可能接受或打算接受的任何新雇佣或业务联系与任何客户进行任何接触或沟通;或A-3(Iii)以其他方式干扰本公司与其任何参与者、客户、供应商、代理商或代表的关系。(B)“客户(S)”是指公司的客户(个人或实体),该参与者直接或间接(例如:(C)Participant承认,由于Participant受雇于本公司或为其提供服务,Participant将作为本公司的代表使用本公司的资产和资源,并将受益于本公司与这些客户有关的商誉、知名度、声誉和经验,Participant将获得有关本公司客户的保密信息,因此,上述契约对于保护本公司的合法商业利益是合理和必要的。参与者同意本段中的契约将适用于上述定义的所有客户,即使公司的某些客户的身份可能为公众所知,即使参与者在受雇于公司之前知道或曾与一个或多个此类客户打交道。4.非邀请函条款的法定工资门槛;律师审查;14天审查RC协议(A)以上第2条和第3节中规定的非邀请函条款不适用于参与者,除非在签署本RC协议时,参与者在公司的实际或预期年化收入超过4.5万美元(45,000美元)(或随后的法定修改可能确定的其他金额)(以下称为“工资门槛”)。如果参与者没有达到工资门槛,则本RC协议的第2条和第3条对参与者无效。(B)本公司建议参与者在签署RC协议之前,由参与者自己选择的一名律师审查本RC协议,以获得有关RC协议的法律意见。5.禁令救济;加速发现(A)如果参与者违反或威胁违反,或公司合理地相信参与者即将违反本RC协议中的任何限制性契诺,公司将有权获得禁令救济,以及公司在法律或衡平法上可能享有的任何其他权利或补救措施。参与者同意,公司将立即遭受不可挽回的损害,金钱损害不足以补偿公司或维持现状。因此,参与者同意发布临时限制令和其他强制令救济,以执行本RC协议。A-4(B)参与者同意增加任何禁令的期限,其金额应等于参与者未能遵守本RC协议中所包含的契诺的任何时间段。(C)参与者和公司同意,任何临时限制令和/或临时或初步禁令救济的申请应完全由具有司法管辖权的法院裁决,即使参与者和公司是仲裁协议的当事方,该协议还包括本《仲裁协议》项下的纠纷。参与者同意,在本节所述的情况下,参与者同意的上述禁制令救济应由具有管辖权的法院批准,以等待对案情进行仲裁,以便在仲裁之前维持现状。6. 参与者同意在接受任何此类雇佣或参与任何此类业务或商业活动之前,向任何此类个人或实体提供本RC协议的真实正确副本。 参与者进一步授权公司向任何此类实体或个人提供本RC协议的副本。 7.修改和可分割性如果本RC协议的任何部分、条款、段落、短语、词语和/或行(统称“条款”)被认为是不可执行的,则本RC协议将被视为进行了必要的修改,以使其他不可执行的条款和本RC协议的其余部分有效和可执行。如果法院或仲裁员拒绝按照本协议的规定修改本协议,则本协议的任何条款的无效或不可执行性不应影响其余条款的有效性或可执行性,这些条款应像违规条款未包括在本协议中一样予以执行。8.法律、管辖权和地点的选择本RC协议将受参与者最后一次为公司工作或提供服务的美国州、区或地区的法律管辖、解释和解释,并根据该州、区或地区的法律确定其有效性,而不考虑此类司法管辖区的法律冲突原则。不论争议可在哪个法院或仲裁法庭进行裁决,均适用此种法律。9.有约束力和可转让性本协议对双方及其各自的继承人、个人代表、继承人、受让人、附属实体和任何利害关系方具有约束力,并符合他们的利益。参与者同意,如果本公司被其他公司或商业实体收购、合并或合并,则幸存实体将有权执行本RC协议的条款,就像它是本公司自己执行的一样[A-5《RC协议》。参与者进一步同意本公司可以转让,并在此同意将本RC协议转让给本公司的任何关联公司。参与者同意,如果参与者从一家公司附属公司的雇佣或服务转移到另一家公司附属公司,则此类转让被视为在没有任何进一步文件的情况下进行。10.律师费和认可费参与者和公司同意,在执行本RC协议的任何法律程序中,胜诉方有权获得其实际费用和开支的补偿,包括但不限于合理的律师费、费用和支出。参赛者确认并理解本公司特此建议参赛者在签订RC协议之前咨询律师。参与者签署2018年综合激励计划奖励协议,即表示参与者接受并同意完全遵守2018年综合激励计划奖励协议签名页中所述的本RC协议。V16-OK版本A-1 ADT,Inc.2018综合激励计划奖励协议限制性契约协议通过接受本协议项下的股权授予,除本限制性契约协议(“RC协议”)规定的任何其他陈述、保证和契约外,综合奖励计划参与者(“参与者”)同意遵守和遵守下列契约。就本RC协议而言,“本公司”包括ADT公司及其子公司和附属公司。1.(B)在本RC协议中,“机密信息”指一般不为公众所知的任何信息或材料,这些信息或材料可能包括但不限于口头、印刷、电子或任何其他形式或媒介的信息和材料,与公司的财务、会计、业务计划、战略计划、人事和管理、开发和项目、营销计划、销售、产品和服务、定价或定价策略、客户姓名和地址以及价目表、客户或潜在客户名单、其他客户信息(包括但不限于客户的经营方法、要求、与公司进行交易的偏好和历史)、供应商名单、供应商信息(包括但不限于其与公司的交易历史)、参与者档案、技能、公司人员的绩效和资格、其他机密信息和商业秘密、秘密配方、技术、方法、工艺、技术信息、发明(无论是专利还是非专利)、版权、专有技术、算法、计算机程序、计算机代码和相关文件、流程、研究、开发、许可证、许可,以及与公司实际或预期业务有关的任何前述信息的汇编。以及根据保密义务或协议向本公司提供的第三方机密信息。“机密信息”不包括有关参与者的雇佣条款和条件或受《国家劳动关系法》保护的其他权利的信息。如果参与者因举报涉嫌违法行为而向雇主提起报复诉讼,参与者可以向参与者的律师披露此类商业秘密,并在相关的法庭诉讼中使用该商业秘密信息,A-2规定参与者提交任何盖有印章的包含商业秘密信息的文件,除非根据法院命令,否则不披露该商业秘密。2.非征集契约-ADT人员(A)参与者同意,在参与者受雇或服务于公司期间,以及在(A)参与者从受雇或服务退休之日起至最终归属日期,或(B)参与者受雇或服务于公司后的两(2)年期间(“非邀请期”)内,参与者不会直接或间接参与者本人或代表他人请求任何公司人员离开公司,以便接受与公司无关的其他个人或实体的雇用或向其提供服务,或在知情的情况下采取任何行动,协助或协助任何其他个人或实体招募任何此类公司人员。(B)“公司人员”是指在参与者受雇或服务于公司的最后一天之前的二十四(24)个月期间内受雇于公司的任何人员,并且(I)参与者因业务目的与其有直接联系,或(Ii)参与者因接触到公司的保密信息或商业秘密而知道的任何人。3.非招标契约-客户(A)参与者同意,在非招标期间,参与者不会直接邀请公司的任何客户购买公司随后向其他个人或实体销售的商品或服务或商品和服务的组合。(B)“客户(S)”是指参与者直接或间接(例如,通过参与者监督的员工)在参与者受雇或服务于公司的最后一天之前的二十四(24)个月期间的任何时间,直接或间接(例如,通过参与者监督的员工)拜访、招揽、与之共事或结识的公司的既定客户(个人或实体)。(C)Participant承认,由于Participant受雇于本公司或为其提供服务,Participant将作为本公司的代表使用本公司的资产和资源,并将受益于本公司与这些客户有关的商誉、知名度、声誉和经验,Participant将获得有关本公司客户的保密信息,因此,上述契约对于保护本公司的合法商业利益是合理和必要的。4.与会者同意,公司将遭受直接和不可弥补的损害,金钱损害将不足以补偿公司或维持现状。因此,参与者同意发布临时限制令和其他强制令救济,以执行本RC协议。(B)参赛者同意任何禁制令的有效期应增加至与参赛者未能遵守本《康复会协议》所载契诺的任何期间相同的数额。(C)参与者和公司同意,任何临时限制令和/或临时或初步禁令救济的申请应完全由具有司法管辖权的法院裁决,即使参与者和公司是仲裁协议的当事方,该协议还包括本《仲裁协议》项下的纠纷。参与者同意,在本节所述的情况下,参与者同意的上述禁制令救济应由具有管辖权的法院批准,以等待对案情进行仲裁,以便在仲裁之前维持现状。5.限制性契约通知参与者同意,参与者将在接受雇用、作为顾问或承包商聘用或参与商业企业之前,告知任何潜在的新雇主、商业企业的合作伙伴、投资者和/或任何寻求聘用参与者的服务的实体,本RC协议存在。参与者同意在接受任何此类雇佣或参与任何此类雇佣或商业活动之前,向任何此类个人或实体提供本RC协议的真实且正确的副本。参与者进一步授权本公司向任何此类实体或个人(S)提供本RC协议的副本。6.修改和可分割性如果本RC协议的任何部分、条款、段落、短语、词语和/或行(统称“条款”)被认为是不可执行的,则本RC协议将被视为进行了必要的修改,以使其他不可执行的条款和本RC协议的其余部分有效和可执行。如果法院或仲裁员拒绝按照本协议的规定修改本协议,则本协议的任何条款的无效或不可执行性不应影响其余条款的有效性或可执行性,这些条款应像违规条款未包括在本协议中一样予以执行。7.法律、管辖权和地点的选择本RC协议将受参与者最后一次为公司工作或提供服务的美国州、区或地区的法律管辖、解释和解释,并根据该州、区或地区的法律确定其有效性,而不考虑此类司法管辖区的法律冲突原则。不论争议可在哪个法院或仲裁法庭进行裁决,均适用此种法律。]本协议对双方及其各自的继承人、个人代表、继承人、受让人、附属实体和任何利害关系方具有约束力,并符合他们的利益。参与者同意,如果本公司被另一家公司或商业实体收购、合并或以其他方式合并,则尚存实体将有权执行本《RC协议》的条款,犹如本公司本身执行《RC协议》一样。参与者进一步同意本公司可以转让,并在此同意将本RC协议转让给本公司的任何关联公司。参与者同意,如果参与者从一家公司附属公司的雇佣或服务转移到另一家公司附属公司,则此类转让被视为在没有任何进一步文件的情况下进行。9.律师费和认可费参与方和公司同意,在执行本RC协议的任何法律程序中,胜诉方有权获得其实际费用和开支的补偿,包括但不限于合理的律师费、费用和支出。参赛者确认并理解本公司特此建议参赛者在签订RC协议之前咨询律师。参与者签署2018年综合激励计划奖励协议,即表示参与者接受并同意完全遵守2018年综合激励计划奖励协议签名页中所述的本RC协议。A-1 ADT,Inc.的附件A 就本RC协议而言,“公司”包括ADT Inc.及其子公司和附属机构。 1.保密(a)参与者特此同意,参与者在公司受雇或服务期间以及此后,不会使用或披露与公司任何业务相关的“保密信息”。“机密信息”不包括有关参与者的雇佣条款和条件或受《国家劳动关系法》保护的其他权利的信息。(C)允许的披露:尽管本协议有任何相反的规定,但根据USC第18条第1833(B)条规定的美国联邦法律,参与者理解,参与者不应根据任何联邦或州商业秘密法,因披露以下商业秘密而承担刑事或民事责任:(1)直接或间接向联邦、州或地方政府官员或律师保密,并仅出于举报或调查涉嫌违法的目的;或(2)在诉讼或其他诉讼程序中提起的申诉或其他文件,如果是盖章提出的。如果参与者因举报涉嫌违法行为而向雇主提起报复诉讼,参与者可以向参与者的律师披露此类商业秘密,并在相关的法庭诉讼中使用该商业秘密信息,A-2规定参与者提交任何盖有印章的包含商业秘密信息的文件,除非根据法院命令,否则不披露该商业秘密。2.非征集契约-ADT人员(A)参与者同意,在参与者受雇或服务于公司期间,以及在(A)参与者从受雇或服务退休之日起至最终归属日期为止的期间内,或(B)参与者在公司的雇佣或服务分离后的两(2)年内,参与者不得直接或间接地以参与者本人或代表他人的名义雇用或雇用公司的任何代理人、雇员或雇员,这些代理人、雇员或雇员担任对管理层、组织、或为公司的业务提供服务。3.非邀约-客户(A)参与者同意,在参与者受雇于公司或提供服务期间,以及员工在公司离职后的18个月内,参与者不会直接或间接地以参与者本人或他人的名义招揽公司的任何客户从另一人或实体购买公司当时销售的商品或服务,或协助或协助任何其他个人或实体招揽任何此类客户(S),只要公司从事类似业务。(B)“客户(S)”指参与者直接或间接(例如,通过参与者监督的员工)在参与者受雇或服务于本公司的最后一天之前的二十四(24)个月期间的任何时间直接或间接(例如,通过参与者监督的员工)拜访、招揽、与之共事或结识的公司当前客户(个人或实体)。参与者同意本段中的契约将适用于上述定义的所有客户,即使公司的某些客户的身份可能为公众所知,即使参与者在受雇于公司之前知道或曾与一个或多个此类客户打交道。4.禁令救济;加速发现(A)如果参与者违反或威胁违反,或公司合理地相信参与者即将违反本RC协议中的任何限制性契诺,公司将有权获得禁令救济,以及公司在法律或衡平法上可能享有的任何其他权利或补救措施。参与者同意,公司将立即遭受不可挽回的损害,金钱损害不足以补偿公司或维持现状。因此,参与者A-3同意发布临时限制令和执行本RC协议所需的其他禁令救济。(B)参赛者同意任何禁制令的有效期应增加至与参赛者未能遵守本《康复会协议》所载契诺的任何期间相同的数额。(C)参与者和公司同意,任何临时限制令和/或临时或初步禁令救济的申请应完全由具有司法管辖权的法院裁决,即使参与者和公司是仲裁协议的当事方,该协议还包括本《仲裁协议》项下的纠纷。 5.限制性合同通知参与者同意,参与者将在接受雇佣、担任顾问或承包商或从事商业企业之前,告诉任何潜在的新雇主、商业企业的合作伙伴、投资者和/或任何寻求参与者服务的实体,本RC协议的存在。 参与者同意在接受任何此类雇佣或参与任何此类业务或商业活动之前,向任何此类个人或实体提供本RC协议的真实正确副本。参与者进一步授权本公司向任何此类实体或个人(S)提供本RC协议的副本。6.修改和可分割性如果本RC协议的任何部分、条款、段落、短语、词语和/或行(统称“条款”)被认为是不可执行的,则本RC协议将被视为进行了必要的修改,以使其他不可执行的条款和本RC协议的其余部分有效和可执行。如果法院或仲裁员拒绝按照本协议的规定修改本协议,则本协议的任何条款的无效或不可执行性不应影响其余条款的有效性或可执行性,这些条款应像违规条款未包括在本协议中一样予以执行。7.法律、管辖权和地点的选择本RC协议将受参与者最后一次为公司工作或提供服务的美国州、区或地区的法律管辖、解释和解释,并根据该州、区或地区的法律确定其有效性,而不考虑此类司法管辖区的法律冲突原则。不论争议可在哪个法院或仲裁法庭进行裁决,均适用此种法律。8.本协议具有约束力和可转让性,对双方及其各自的继承人、个人代表、继承人、受让人、附属实体和


A-4任何利害关系方。参与者同意,如果本公司被另一家公司或商业实体收购、合并或以其他方式合并,则尚存实体将有权执行本《RC协议》的条款,犹如本公司本身执行《RC协议》一样。参与者进一步同意本公司可以转让,并在此同意将本RC协议转让给本公司的任何关联公司。参与者同意,如果参与者从一家公司附属公司的雇佣或服务转移到另一家公司附属公司,则此类转让被视为在没有任何进一步文件的情况下进行。9.律师费和认可费参与方和公司同意,在执行本RC协议的任何法律程序中,胜诉方有权获得其实际费用和开支的补偿,包括但不限于合理的律师费、费用和支出。参赛者确认并理解本公司特此建议参赛者在签订RC协议之前咨询律师。参与者签署2018年综合激励计划奖励协议,即表示参与者接受并同意完全遵守2018年综合激励计划奖励协议签名页中所述的本RC协议。V18-CO版本A-1 ADT,Inc.2018综合激励计划奖励协议限制性契约协议通过接受本协议项下的股权授予,除本限制性契约协议(“RC协议”)规定的任何其他陈述、保证和契约外,综合奖励计划参与者(“参与者”)同意遵守和遵守下列契约。就本RC协议而言,“本公司”包括ADT公司及其子公司和附属公司。1.保密和商业秘密(A)参赛者特此同意,在参赛者受雇于公司或为公司服务期间,参赛者不会使用或披露与公司任何业务有关的“保密信息”。(B)在本RC协议中,“机密信息”指一般不为公众所知的任何信息或材料,这些信息或材料可能包括但不限于口头、印刷、电子或任何其他形式或媒介的信息和材料,与公司的财务、会计、业务计划、战略计划、人事和管理、开发和项目、营销计划、销售、产品和服务、定价或定价策略、客户姓名和地址以及价目表、客户或潜在客户名单、其他客户信息(包括但不限于客户的经营方法、要求、与公司进行交易的偏好和历史)、供应商名单、供应商信息(包括但不限于其与公司的交易历史)、参与者档案、技能、公司人员的绩效和资格、其他机密信息和商业秘密、秘密配方、技术、方法、工艺、技术信息、发明(无论是专利还是非专利)、版权、专有技术、算法、计算机程序、计算机代码和相关文件、流程、研究、开发、许可证、许可,以及与公司实际或预期业务有关的任何前述信息的汇编。以及根据保密义务或协议向本公司提供的第三方机密信息。“机密信息”不包括有关参与者的雇佣条款和条件或受《国家劳动关系法》保护的其他权利的信息。(C)参与者理解并同意,参与者同意不使用或披露保密信息和商业秘密,包括但不限于,该参与者将不会直接或间接:(I)使用公司商业秘密识别或锁定现有客户,以获取参与者个人利益或任何其他公司或实体的利益;(Ii)使用商业秘密为参与者个人利益或任何其他公司或实体的利益提供便利;和/或(Iii)使用商业秘密以其他方式与公司进行不公平竞争。A-2


DMS:6312786v5:3/19/2024 10:04:14 AM(D)允许的信息披露。(I)尽管本协议有任何相反规定,但根据USC第18条第1833(B)条规定的美国联邦法律,参与者理解,参与者不应因披露以下商业秘密的任何机密信息而承担刑事或民事责任:(1)直接或间接向联邦、州或地方政府官员或律师保密,并仅出于举报或调查涉嫌违法的目的;或(2)在诉讼或其他诉讼程序中提起的申诉或其他文件,如果是盖章提出的。如果参与者因举报涉嫌违法行为而向雇主提起报复诉讼,参与者可以向参与者的律师披露此类商业秘密,并在相关的法庭诉讼中使用该商业秘密信息,前提是参与者提交任何盖有印章的包含商业秘密信息的文件,除非根据法院命令,否则不披露该商业秘密。(Ii)上述第1(A)至(C)条不适用于以下信息:(I)参与者的一般培训、知识、技能或专长,无论是否在工作中获得;(Ii)在向参与者披露之前已为公众所知;(Iii)参与者或参与者的任何代表在向参与者披露后为公众所知;(Iv)参与者有权披露为受法律保护的行为;或(V)适用的法律、法规或法律程序要求参与者披露信息(前提是参与者向雇主提供关于计划披露的事先通知,并在寻求保护令或对此类信息的其他适当保护方面与雇主合理合作,费用由雇主承担)。尽管前一句第(Ii)和(Iii)款有所规定,但如果只有部分信息属于公共领域,则参与者对披露的信息保密的义务不会终止。2.非邀请书-ADT人员(A)参赛者同意,在参赛者受雇或服务于公司期间,以及在(A)参赛者从受雇或服务退休之日起至最终归属日期,或(B)参赛者在公司受雇或服务离职后两(2)年期间(“非邀请期”)内,参赛者不会直接或间接为参赛者本人或代表他人招揽任何公司人员离开公司。(B)“公司人员”是指参与者在公司受雇或服务的最后一天之前二十四(24)个月内受雇于公司的任何人员,(I)参与者因业务目的与之有直接联系的人,或(Ii)参与者因接触公司机密信息或商业秘密而知道的任何人。A-3


DMS:6312786v5:3/19/2024 10:04:14 AM 3.禁令救济;加速发现(A)如果参与者违反或威胁违反,或公司合理地相信参与者即将违反本RC协议中的任何限制性契诺,公司将有权获得禁令救济,以及公司可能在法律或衡平法上有权享有的任何其他权利或补救措施。参与者同意,公司将立即遭受不可挽回的损害,金钱损害不足以补偿公司或维持现状。因此,参与者同意发布临时限制令和其他强制令救济,以执行本RC协议。(B)参赛者同意任何禁制令的有效期应增加至与参赛者未能遵守本《康复会协议》所载契诺的任何期间相同的数额。(C)参与者和公司同意,任何临时限制令和/或临时或初步禁令救济的申请应完全由具有司法管辖权的法院裁决,即使参与者和公司是仲裁协议的当事方,该协议还包括本《仲裁协议》项下的纠纷。参与者同意,在本节所述的情况下,参与者同意的上述禁制令救济应由具有管辖权的法院批准,以等待对案情进行仲裁,以便在仲裁之前维持现状。4.限制性契约通知参与者同意,参与者将在接受雇用、作为顾问或承包商聘用或参与商业企业之前,告知任何潜在的新雇主、商业企业的合作伙伴、投资者和/或任何寻求聘用参与者的服务的实体,本RC协议存在。参与者同意在接受任何此类雇佣或参与任何此类雇佣或商业活动之前,向任何此类个人或实体提供本RC协议的真实且正确的副本。参与者进一步授权本公司向任何此类实体或个人(S)提供本RC协议的副本。5.修改和可分割性如果本RC协议的任何部分、条款、段落、短语、词语和/或行(统称“条款”)被认为是不可执行的,则本RC协议将被视为进行了必要的修改,以使其他不可执行的条款和本RC协议的其余部分有效和可执行。如果法院或仲裁员拒绝按照本协议的规定修改本协议,则本协议的任何条款的无效或不可执行性不应影响其余条款的有效性或可执行性,这些条款应像违规条款未包括在本协议中一样予以执行。6.法律、管辖权和地点的选择本RC协议将由美国所在的州、区或领地的法律管辖、解释、解释并确定其有效性


DMS:6312786v5:3/19/2024 10:04:14 AM参与者最后一次为公司工作或提供服务时,不考虑该司法管辖区的法律冲突原则。不论争议可在哪个法院或仲裁法庭进行裁决,均适用此种法律。7.具有约束力和可转让性本协议对双方及其各自的继承人、个人代表、继承人、受让人、附属实体和任何利害关系方具有约束力,并符合他们的利益。参与者同意,如果本公司被另一家公司或商业实体收购、合并或以其他方式合并,则尚存实体将有权执行本《RC协议》的条款,犹如本公司本身执行《RC协议》一样。参与者进一步同意本公司可以转让,并在此同意将本RC协议转让给本公司的任何关联公司。参与者同意,如果参与者从一家公司附属公司的雇佣或服务转移到另一家公司附属公司,则此类转让被视为在没有任何进一步文件的情况下进行。8.律师费和认可费参与者和公司同意,在执行本RC协议的任何法律程序中,胜诉方有权获得其实际费用和开支的补偿,包括但不限于合理的律师费、费用和支出。参赛者确认并理解本公司特此建议参赛者在签订RC协议之前咨询律师。参与者签署2018年综合激励计划奖励协议,即表示参与者接受并同意完全遵守2018年综合激励计划奖励协议签名页中所述的本RC协议。


V5 – AL Version A-1 Exhibit A to ADT, Inc. 2018 Omnibus Incentive Plan Award Agreement RESTRICTIVE COVENANT AGREEMENT By accepting the grant of equity hereunder, in addition to any other representations, warranties, and covenants set forth this Restrictive Covenant Agreement (“RC Agreement”), the Omnibus Incentive Plan Participant (the “Participant”) agrees to be subject to and comply with the following covenants. For purposes of this RC Agreement, “the Company” includes ADT Inc. and its Subsidiaries and Affiliates. 1. Confidentiality (a) Participant hereby agrees that during Participant’s employment or service with the Company, and thereafter, Participant will not use or disclose “Confidential Information” related to any business of the Company. (b) As used in this RC Agreement, “Confidential Information” means any information or material, not generally known to the public, which may include, for example and without limitation, information and materials, in spoken, printed, electronic, or any other form or medium, relating or pertaining to the Company’s finances, accounting, business plans, strategic plans, personnel and management, development and projects, marketing plans, sales, products and services, pricing or pricing strategies, customer names and addresses and price lists, customer or prospective customer lists, other customer information (including, without limitation, customer methods of operation, requirements, preferences and history of dealings with the Company), vendor lists, vendor information (including, without limitation, their history of dealings with the Company), Participant files, skills, performance and qualifications of the Company’s personnel, other confidential information and trade secrets, secret formulations, techniques, methods, processes, technical information, inventions (whether patented or unpatented), copyrights, know-how, algorithms, computer programs, computer codes and related documentation, processes, research, development, licenses, permits, and compilations of any of the foregoing information relating to the actual or anticipated business of the Company, and confidential information of third parties which is given to the Company pursuant to an obligation or agreement to keep such information confidential. “Confidential Information” does not include information regarding Participants’ terms and conditions of employment or other rights protected under the National Labor Relations Act. (c) Permitted Disclosures: Notwithstanding anything to the contrary in this Agreement, pursuant to United States federal law as set forth in 18 USC Section 1833(b), Participant understands that Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of any Confidential Information that is a trade secret that is made: (1) confidentially to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (2) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant files a lawsuit for retaliation by Employer for reporting a suspected violation of law, Participant may disclose such trade secrets to Participant’s attorney and use the trade secret information in related court proceedings, A-2 provided that Participant files any document containing the trade secret information under seal and does not disclose the trade secret, except pursuant to court order. 2. Non-Competition Covenant (a) Participant agrees that, during Participant’s employment or service with the Company, and for the greater of (a) the period commencing with the date of the Participant’s Retirement from employment or service through the final Vesting Date, or (b) the one (1) year period after separation of Participant’s employment or service with the Company (the “Non- Compete Period”), Participant will not directly or indirectly, own, manage, operate, control (including indirectly through a debt or equity investment), provide services to, or be employed by, any person or entity engaged in any business that is both: (i) located in, or provides services or products to, a region with respect to which Participant had substantial responsibilities during the twenty-four (24) months preceding Participant’s separation of employment or services with the Company and in which the Company carries on a like business; and (ii) competitive with (A) the line of business or businesses of the Company that Participant was employed with during the twenty-four (24) months preceding Participant’s separation of employment or services with the Company, or (B) any other business of the Company with respect to which Participant had substantial exposure during the twenty-four (24) months preceding Participant’s separation of employment or services with the Company. (b) Participant’s agreement not to provide such services applies regardless of whether Participant does so as an employee, owner, partner, principal, advisor, independent contractor, consultant, agent, officer, director, investor, or shareholder. Notwithstanding the foregoing, Participant’s ownership of less than 1% of the outstanding shares of a publicly traded company that constitutes a competitor as described in Section 2(a) above shall not be deemed to be providing services to such competitor solely by virtue of owning such shares. 3. Non-Solicitation Covenant – ADT Personnel (a) Participant agrees that, during Participant’s employment or service with the Company and for the greater of (a) the period commencing with the date of the Participant’s Retirement from employment or service through the final Vesting Date, or (b) the two (2) year period after separation of Participant’s employment or service with the Company, Participant will not, directly or indirectly, on Participant’s own behalf or on behalf of another, hire or employ any agent, servant or employee of the Company who holds a position uniquely essential to the management, organization, or service of the business of the Company. 4. Non-Solicitation Covenant – Customer (a) Participant agrees that, during Participant’s employment or service with the Company, and during the 18-month period after separation of Employee’s employment with the Company, Participant will not directly or indirectly, on Participant’s own behalf or on behalf of A-3 another, solicit any Customer of the Company to purchase goods or services then sold by the Company from another person or entity, or assist or aid any other persons or entity in soliciting any such Customer(s), so long as the Company carries on a like business. (b) “Customer(s)” means a current customer (person or entity) of the Company that Participant, directly or indirectly (e.g., through employees whom Participant supervised), called upon, solicited, worked with, or became acquainted with at any time during the twenty-four (24) month period prior to Participant’s last day of employment or service with the Company. (c) Participant acknowledges that as a result of Participant’s employment or service with the Company, Participant will be acting as a representative of the Company and will be using the Company’s assets and resources, and will be benefiting from the Company’s goodwill, name recognition, reputation, and experience in regard to these Customers, and Participant will gain Confidential Information about Company Customers, and consequently, the covenants set forth above are reasonable and necessary to protect the Company’s legitimate business interests. Participant agrees that the covenants in this paragraph will apply to all Customers as defined above, even if the identity of certain Customers of the Company may be publicly known, and even if Participant knew or had previous dealings with one or more such Customers prior to Participant’s employment with the Company. 5. Injunctive Relief; Expedited Discovery (a) In the event that Participant breaches or threatens to breach, or the Company reasonably believes Participant is about to breach, any of the restrictive covenants in this RC Agreement, the Company will be entitled to injunctive relief, in addition to any other rights or remedies to which the Company may be entitled in law or equity. Participant agrees that the Company will suffer immediate and irreparable harm and that money damages will not be adequate to compensate the Company or to preserve the status quo. Therefore, Participant consents to the issuance of a temporary restraining order and other injunctive relief necessary to enforce this RC Agreement. (b) Participant agrees that the duration of any injunction shall be increased in an amount equal to any period of time during which Participant failed to comply with the covenants contained in this RC Agreement. (c) Participant and the Company agree that any application for temporary restraining order and/or temporary or preliminary injunctive relief shall be adjudicated exclusively in a court of competent jurisdiction, even if Participant and the Company are parties to an arbitration agreement that otherwise includes disputes under this RC Agreement. Participant agrees that the injunctive relief to which Participant consents hereinabove, under the circumstances addressed in this section, shall be granted by a court of competent jurisdiction pending arbitration on the merits in order to preserve the status quo pending such arbitration. 6. Notice of Restrictive Covenants Participant agrees that Participant will tell any prospective new employer, partner in a business venture, investors and/or any entity seeking to engage Participant’s services, prior to A-4 accepting employment, engagement as a consultant or contractor, or engaging in a business venture, that this RC Agreement exists. Participant agrees to provide a true and correct copy of this RC Agreement to any such individual or entity prior to accepting any such employment or entering into any such engagement or business venture. Participant further authorizes the Company to provide a copy of this RC Agreement to any such entity(ies) or individual(s). 7. Modification & Severability If any section, provision, paragraph, phrase, word, and/or line (collectively “Provision”) of this RC Agreement is held to be unenforceable, then this RC Agreement will be deemed amended to the extent necessary to render the otherwise unenforceable Provision, and the rest of this RC Agreement, valid and enforceable. If a court or arbitrator declines to amend this RC Agreement as provided herein, the invalidity or unenforceability of any Provision of this RC Agreement shall not affect the validity or enforceability of the remaining Provisions, which shall be enforced as if the offending Provision had not been included in this RC Agreement. 8. Choice of Law, Jurisdiction & Venue This RC Agreement will be governed by, construed, interpreted, and its validity determined under the law of the State, District or Territory of the United States in which Participant last worked or provided services for the Company, without regard to such jurisdiction’s conflicts of laws principles. Such law shall govern regardless of the court or arbitration forum in which a dispute may be adjudicated. 9. Binding Effect & Assignability This RC Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors, assigns, affiliated entities, and any party-in-interest. Participant agrees that, should the Company be acquired by, merge with, or otherwise combine with another corporation or business entity, the surviving entity will have all rights to enforce the terms of this RC Agreement as if it were the Company itself enforcing the RC Agreement. Participant further agrees that the Company may assign, and hereby consents to assignment of, this RC Agreement to any affiliate of the Company. Participant agrees that such an assignment is deemed to have been made without any further documentation in the event Participant moves from employment or services with one Company affiliate to another. 10. Attorneys’ Fees & Acknowledgements Participant and the Company agree that in any legal proceeding to enforce this RC Agreement, the prevailing party shall be entitled to reimbursement of its actual costs and expenses, including without limitation reasonable attorneys’ fees, costs, and disbursements. Participant acknowledges and understands that the Company hereby advises that Participant should consult with an attorney prior to entering into the RC Agreement.


A-5 Participant’s signature to the 2018 Omnibus Incentive Plan Award Agreement, to which this RC Agreement is an exhibit, constitutes Participant’s acceptance of and agreement to comply in full with this RC Agreement, as set forth on the signature page to the 2018 Omnibus Incentive Plan Award Agreement. V6 – MA Version A-1 Exhibit A to ADT, Inc. 2018 Omnibus Incentive Plan Award Agreement RESTRICTIVE COVENANT AGREEMENT By accepting the grant of equity hereunder, in addition to any other representations, warranties, and covenants set forth this Restrictive Covenant Agreement (“RC Agreement”), the Omnibus Incentive Plan Participant (the “Participant”) agrees to be subject to and comply with the following covenants. For purposes of this RC Agreement, “the Company” includes ADT Inc. and its Subsidiaries and Affiliates. 1. Confidentiality (a) Participant hereby agrees that during Participant’s employment or service with the Company, and thereafter, Participant will not use or disclose “Confidential Information” related to any business of the Company. (b) As used in this RC Agreement, “Confidential Information” means any information or material, not generally known to the public, which may include, for example and without limitation, information and materials, in spoken, printed, electronic, or any other form or medium, relating or pertaining to the Company’s finances, accounting, business plans, strategic plans, personnel and management, development and projects, marketing plans, sales, products and services, pricing or pricing strategies, customer names and addresses and price lists, customer or prospective customer lists, other customer information (including, without limitation, customer methods of operation, requirements, preferences and history of dealings with the Company), vendor lists, vendor information (including, without limitation, their history of dealings with the Company), Participant files, skills, performance and qualifications of the Company’s personnel, other confidential information and trade secrets, secret formulations, techniques, methods, processes, technical information, inventions (whether patented or unpatented), copyrights, know-how, algorithms, computer programs, computer codes and related documentation, processes, research, development, licenses, permits, and compilations of any of the foregoing information relating to the actual or anticipated business of the Company, and confidential information of third parties which is given to the Company pursuant to an obligation or agreement to keep such information confidential. “Confidential Information” does not include information regarding Participants’ terms and conditions of employment or other rights protected under the National Labor Relations Act. (c) Permitted Disclosures: Notwithstanding anything to the contrary in this Agreement, pursuant to United States federal law as set forth in 18 USC Section 1833(b), Participant understands that Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of any Confidential Information that is a trade secret that is made: (1) confidentially to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (2) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant files a lawsuit for retaliation by Employer for reporting a suspected violation of law, Participant may disclose such trade secrets to Participant’s attorney and use the trade secret information in related court proceedings, A-2 provided that Participant files any document containing the trade secret information under seal and does not disclose the trade secret, except pursuant to court order. 2. Non-Solicitation Covenant – ADT Personnel (a) Participant agrees that, during Participant’s employment or service with the Company and for the greater of (a) the period commencing with the date of the Participant’s Retirement from employment or service through the final Vesting Date, or (b) the two (2) year period after separation of Participant’s employment or service with the Company (the “Non- Solicit Period”), Participant will not, directly or indirectly, on Participant’s own behalf or on behalf of another: (i) solicit, recruit, aid, or induce any Company Personnel to leave their employment with the Company in order to accept employment with or render services to another person or entity unaffiliated with the Company, or knowingly take any action to assist or aid any other person or entity in identifying, soliciting, recruiting, inducing or hiring any such Company Personnel; or (ii) otherwise interfere with the relationship of the Company with any Company Personnel. (b) Participant agrees that during the Non-Solicit Period, Participant shall not, directly or indirectly, engage in any conduct intended or reasonably calculated to induce or urge any Participant or contractor of the Company to discontinue, in whole or in part, his/her employment relationship or engagement with the Company. (c) “Company Personnel” means any person who was employed by the Company during the twenty-four (24) month period prior to Participant’s last day of employment or service with the Company and either (i) with whom Participant had direct contact for business purposes, or (ii) whom Participant knew about because of Participant’s access to the Company’s Confidential Information or trade secrets. 3. Non-Solicitation Covenant – Customer (a) Participant agrees that, during Participant’s employment or service with the Company, and during the Non-Solicit Period, Participant will not directly or indirectly, on Participant’s own behalf or on behalf of another: (i) solicit, aid, or induce any Customer of the Company to purchase goods or services then sold by the Company from another person or entity, or assist or aid any other persons or entity in identifying or soliciting any such Customer(s); or (ii) initiate any contact or communication with any Customer regarding any new employment or business affiliation Participant may accept or be intending to accept following separation of Participant’s employment with the Company; or A-3 (iii) otherwise interfere with the relationship of the Company with any of their Participants, customers, vendors, agents, or representatives. (b) “Customer(s)” means a customer (person or entity) of the Company that Participant, directly or indirectly (e.g., through employees whom Participant supervised), called upon, solicited, worked with, or became acquainted with at any time during the twenty-four (24) month period prior to Participant’s last day of employment or service with the Company. (c) Participant acknowledges that as a result of Participant’s employment or service with the Company, Participant will be acting as a representative of the Company and will be using the Company’s assets and resources, and will be benefiting from the Company’s goodwill, name recognition, reputation, and experience in regard to these Customers, and Participant will gain Confidential Information about Company Customers, and consequently, the covenants set forth above are reasonable and necessary to protect the Company’s legitimate business interests. Participant agrees that the covenants in this paragraph will apply to all Customers as defined above, even if the identity of certain Customers of the Company may be publicly known, and even if Participant knew or had previous dealings with one or more such Customers prior to Participant’s employment with the Company. 4. Injunctive Relief; Expedited Discovery (a) In the event that Participant breaches or threatens to breach, or the Company reasonably believes Participant is about to breach, any of the restrictive covenants in this RC Agreement, the Company will be entitled to injunctive relief, in addition to any other rights or remedies to which the Company may be entitled in law or equity. Participant agrees that the Company will suffer immediate and irreparable harm and that money damages will not be adequate to compensate the Company or to preserve the status quo. Therefore, Participant consents to the issuance of a temporary restraining order and other injunctive relief necessary to enforce this RC Agreement. (b) Participant agrees that in the event Participant breaches a fiduciary duty to the Company, or unlawfully takes the Company’s property, then the Restricted Period shall be extended for the duration of the two year period immediately following the termination of Participant’s employment or services with the Company. (c) Participant and the Company agree that any application for temporary restraining order and/or temporary or preliminary injunctive relief shall be adjudicated exclusively in a court of competent jurisdiction, even if Participant and the Company are parties to an arbitration agreement that otherwise includes disputes under this RC Agreement. Participant agrees that the injunctive relief to which Participant consents hereinabove, under the circumstances addressed in this section, shall be granted by a court of competent jurisdiction pending arbitration on the merits in order to preserve the status quo pending such arbitration. 5. Notice of Restrictive Covenants Participant agrees that Participant will tell any prospective new employer, partner in a business venture, investors and/or any entity seeking to engage Participant’s services, prior to


A-4 accepting employment, engagement as a consultant or contractor, or engaging in a business venture, that this RC Agreement exists. Participant agrees to provide a true and correct copy of this RC Agreement to any such individual or entity prior to accepting any such employment or entering into any such engagement or business venture. Participant further authorizes the Company to provide a copy of this RC Agreement to any such entity(ies) or individual(s). 6. Modification & Severability If any section, provision, paragraph, phrase, word, and/or line (collectively “Provision”) of this RC Agreement is held to be unenforceable, then this RC Agreement will be deemed amended to the extent necessary to render the otherwise unenforceable Provision, and the rest of this RC Agreement, valid and enforceable. If a court or arbitrator declines to amend this RC Agreement as provided herein, the invalidity or unenforceability of any Provision of this RC Agreement shall not affect the validity or enforceability of the remaining Provisions, which shall be enforced as if the offending Provision had not been included in this RC Agreement. 7. Choice of Law, Jurisdiction & Venue (a) This RC Agreement will be governed by, construed, interpreted, and its validity determined under the law of the State, District or Territory of the United States in which Participant last worked or provided services for the Company, without regard to such jurisdiction’s conflicts of laws principles. Such law shall govern regardless of the court or arbitration forum in which a dispute may be adjudicated. (b) Participant and the Company agree that the exclusive and mandatory venue for adjudicating any disputes under this RC Agreement shall be the United States District Court for the District of Massachusetts, or the Suffolk County Superior Court. In the event a dispute is litigated in the Massachusetts Superior Court, the Company and Participant hereby agree that they will request that the case be assigned to the Business Litigation Sessions located in the Suffolk County Superior Court. Participant and the Company hereby consent to jurisdiction in such courts for such purpose, and specifically waive any objection to venue in Suffolk County. Participant consents to service of process by mail in respect of any such suit, action or proceeding. Participant and the Company further agree not to file any action relating in any way to this RC Agreement in any court other than as specified in this Section 7(b), and not to file any motion to transfer venue out of the court(s) specified herein (whether by motion to transfer or motion to dismiss on forum non conveniens grounds). Notwithstanding any of the foregoing, if any dispute under this Agreement is subject to resolution by arbitration under an agreement or program agreed to by Participant and the Company, then such arbitration shall be the sole and exclusive venue for adjudicating such disputes, other than any requests for a temporary restraining order and/or a temporary or preliminary injunction pending arbitration, which are reserved exclusively for adjudication in courts specified herein pursuant to Section 4 above even in otherwise arbitrable disputes. 8. Binding Effect & Assignability This RC Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors, assigns, affiliated entities, and A-5 any party-in-interest. Participant agrees that, should the Company be acquired by, merge with, or otherwise combine with another corporation or business entity, the surviving entity will have all rights to enforce the terms of this RC Agreement as if it were the Company itself enforcing the RC Agreement. Participant further agrees that the Company may assign, and hereby consents to assignment of, this RC Agreement to any affiliate of the Company. Participant agrees that such an assignment is deemed to have been made without any further documentation in the event Participant moves from employment or services with one Company affiliate to another. 9. Attorneys’ Fees & Acknowledgements Participant and the Company agree that in any legal proceeding to enforce this RC Agreement, the prevailing party shall be entitled to reimbursement of its actual costs and expenses, including without limitation reasonable attorneys’ fees, costs, and disbursements. Participant acknowledges and understands that the Company hereby advises that Participant should consult with an attorney prior to entering into the RC Agreement. Participant’s signature to the 2018 Omnibus Incentive Plan Award Agreement, to which this RC Agreement is an exhibit, constitutes Participant’s acceptance of and agreement to comply in full with this RC Agreement, as set forth on the signature page to the 2018 Omnibus Incentive Plan Award Agreement. V7 – OK Version A-1 Exhibit A to ADT, Inc. 2018 Omnibus Incentive Plan Award Agreement RESTRICTIVE COVENANT AGREEMENT By accepting the grant of equity hereunder, in addition to any other representations, warranties, and covenants set forth this Restrictive Covenant Agreement (“RC Agreement”), the Omnibus Incentive Plan Participant (the “Participant”) agrees to be subject to and comply with the following covenants. For purposes of this RC Agreement, “the Company” includes ADT Inc. and its Subsidiaries and Affiliates. 1. Confidentiality (a) Participant hereby agrees that during Participant’s employment or service with the Company, and thereafter, Participant will not use or disclose “Confidential Information” related to any business of the Company. (b) As used in this RC Agreement, “Confidential Information” means any information or material, not generally known to the public, which may include, for example and without limitation, information and materials, in spoken, printed, electronic, or any other form or medium, relating or pertaining to the Company’s finances, accounting, business plans, strategic plans, personnel and management, development and projects, marketing plans, sales, products and services, pricing or pricing strategies, customer names and addresses and price lists, customer or prospective customer lists, other customer information (including, without limitation, customer methods of operation, requirements, preferences and history of dealings with the Company), vendor lists, vendor information (including, without limitation, their history of dealings with the Company), Participant files, skills, performance and qualifications of the Company’s personnel, other confidential information and trade secrets, secret formulations, techniques, methods, processes, technical information, inventions (whether patented or unpatented), copyrights, know-how, algorithms, computer programs, computer codes and related documentation, processes, research, development, licenses, permits, and compilations of any of the foregoing information relating to the actual or anticipated business of the Company, and confidential information of third parties which is given to the Company pursuant to an obligation or agreement to keep such information confidential. “Confidential Information” does not include information regarding Participants’ terms and conditions of employment or other rights protected under the National Labor Relations Act. (c) Permitted Disclosures: Notwithstanding anything to the contrary in this Agreement, pursuant to United States federal law as set forth in 18 USC Section 1833(b), Participant understands that Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of any Confidential Information that is a trade secret that is made: (1) confidentially to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (2) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant files a lawsuit for retaliation by Employer for reporting a suspected violation of law, Participant may disclose such trade secrets to Participant’s attorney and use the trade secret information in related court proceedings, A-2 provided that Participant files any document containing the trade secret information under seal and does not disclose the trade secret, except pursuant to court order. 2. Non-Solicitation Covenant – ADT Personnel (a) Participant agrees that, during Participant’s employment or service with the Company and for the greater of (a) the period commencing with the date of the Participant’s Retirement from employment or service through the final Vesting Date, or (b) the two (2) year period after separation of Participant’s employment or service with the Company (the “Non- Solicit Period”), Participant will not, directly or indirectly, on Participant’s own behalf or on behalf of another solicit any Company Personnel to leave their employment with the Company in order to accept employment with or render services to another person or entity unaffiliated with the Company, or knowingly take any action to assist or aid any other person or entity in soliciting any such Company Personnel. (b) “Company Personnel” means any person who was employed by the Company during the twenty-four (24) month period prior to Participant’s last day of employment or service with the Company and either (i) with whom Participant had direct contact for business purposes, or (ii) whom Participant knew about because of Participant’s access to the Company’s Confidential Information or trade secrets. 3. Non-Solicitation Covenant – Customer (a) Participant agrees that during the Non-Solicit Period, Participant will not directly solicit any Customer of the Company to purchase goods or services, or a combination of goods and services, then sold by the Company from another person or entity. (b) “Customer(s)” means an established customer (person or entity) of the Company that Participant, directly or indirectly (e.g., through employees whom Participant supervised), called upon, solicited, worked with, or became acquainted with at any time during the twenty- four (24) month period prior to Participant’s last day of employment or service with the Company. (c) Participant acknowledges that as a result of Participant’s employment or service with the Company, Participant will be acting as a representative of the Company and will be using the Company’s assets and resources, and will be benefiting from the Company’s goodwill, name recognition, reputation, and experience in regard to these Customers, and Participant will gain Confidential Information about Company Customers, and consequently, the covenants set forth above are reasonable and necessary to protect the Company’s legitimate business interests. 4. Injunctive Relief; Expedited Discovery (a) In the event that Participant breaches or threatens to breach, or the Company reasonably believes Participant is about to breach, any of the restrictive covenants in this RC Agreement, the Company will be entitled to injunctive relief, in addition to any other rights or remedies to which the Company may be entitled in law or equity. Participant agrees that the Company will suffer immediate and irreparable harm and that money damages will not be


A-3 adequate to compensate the Company or to preserve the status quo. Therefore, Participant consents to the issuance of a temporary restraining order and other injunctive relief necessary to enforce this RC Agreement. (b) Participant agrees that the duration of any injunction shall be increased in an amount equal to any period of time during which Participant failed to comply with the covenants contained in this RC Agreement. (c) Participant and the Company agree that any application for temporary restraining order and/or temporary or preliminary injunctive relief shall be adjudicated exclusively in a court of competent jurisdiction, even if Participant and the Company are parties to an arbitration agreement that otherwise includes disputes under this RC Agreement. Participant agrees that the injunctive relief to which Participant consents hereinabove, under the circumstances addressed in this section, shall be granted by a court of competent jurisdiction pending arbitration on the merits in order to preserve the status quo pending such arbitration. 5. Notice of Restrictive Covenants Participant agrees that Participant will tell any prospective new employer, partner in a business venture, investors and/or any entity seeking to engage Participant’s services, prior to accepting employment, engagement as a consultant or contractor, or engaging in a business venture, that this RC Agreement exists. Participant agrees to provide a true and correct copy of this RC Agreement to any such individual or entity prior to accepting any such employment or entering into any such engagement or business venture. Participant further authorizes the Company to provide a copy of this RC Agreement to any such entity(ies) or individual(s). 6. Modification & Severability If any section, provision, paragraph, phrase, word, and/or line (collectively “Provision”) of this RC Agreement is held to be unenforceable, then this RC Agreement will be deemed amended to the extent necessary to render the otherwise unenforceable Provision, and the rest of this RC Agreement, valid and enforceable. If a court or arbitrator declines to amend this RC Agreement as provided herein, the invalidity or unenforceability of any Provision of this RC Agreement shall not affect the validity or enforceability of the remaining Provisions, which shall be enforced as if the offending Provision had not been included in this RC Agreement. 7. Choice of Law, Jurisdiction & Venue This RC Agreement will be governed by, construed, interpreted, and its validity determined under the law of the State, District or Territory of the United States in which Participant last worked or provided services for the Company, without regard to such jurisdiction’s conflicts of laws principles. Such law shall govern regardless of the court or arbitration forum in which a dispute may be adjudicated. A-4 8. Binding Effect & Assignability This RC Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors, assigns, affiliated entities, and any party-in-interest. Participant agrees that, should the Company be acquired by, merge with, or otherwise combine with another corporation or business entity, the surviving entity will have all rights to enforce the terms of this RC Agreement as if it were the Company itself enforcing the RC Agreement. Participant further agrees that the Company may assign, and hereby consents to assignment of, this RC Agreement to any affiliate of the Company. Participant agrees that such an assignment is deemed to have been made without any further documentation in the event Participant moves from employment or services with one Company affiliate to another. 9. Attorneys’ Fees & Acknowledgements Participant and the Company agree that in any legal proceeding to enforce this RC Agreement, the prevailing party shall be entitled to reimbursement of its actual costs and expenses, including without limitation reasonable attorneys’ fees, costs, and disbursements. Participant acknowledges and understands that the Company hereby advises that Participant should consult with an attorney prior to entering into the RC Agreement. Participant’s signature to the 2018 Omnibus Incentive Plan Award Agreement, to which this RC Agreement is an exhibit, constitutes Participant’s acceptance of and agreement to comply in full with this RC Agreement, as set forth on the signature page to the 2018 Omnibus Incentive Plan Award Agreement. V8 – LA/SD Version A-1 [[DMS:6312786v5:3/19/2024 10:04:14 AM Exhibit A to ADT, Inc. 2018 Omnibus Incentive Plan Award Agreement RESTRICTIVE COVENANT AGREEMENT By accepting the grant of equity hereunder, in addition to any other representations, warranties, and covenants set forth this Restrictive Covenant Agreement (“RC Agreement”), the Omnibus Incentive Plan Participant (the “Participant”) agrees to be subject to and comply with the following covenants. For purposes of this RC Agreement, “the Company” includes ADT Inc. and its Subsidiaries and Affiliates. 1. Confidentiality (a) Participant hereby agrees that during Participant’s employment or service with the Company, and thereafter, Participant will not use or disclose “Confidential Information” related to any business of the Company. (b) As used in this RC Agreement, “Confidential Information” means any information or material, not generally known to the public, which may include, for example and without limitation, information and materials, in spoken, printed, electronic, or any other form or medium, relating or pertaining to the Company’s finances, accounting, business plans, strategic plans, personnel and management, development and projects, marketing plans, sales, products and services, pricing or pricing strategies, customer names and addresses and price lists, customer or prospective customer lists, other customer information (including, without limitation, customer methods of operation, requirements, preferences and history of dealings with the Company), vendor lists, vendor information (including, without limitation, their history of dealings with the Company), Participant files, skills, performance and qualifications of the Company’s personnel, other confidential information and trade secrets, secret formulations, techniques, methods, processes, technical information, inventions (whether patented or unpatented), copyrights, know-how, algorithms, computer programs, computer codes and related documentation, processes, research, development, licenses, permits, and compilations of any of the foregoing information relating to the actual or anticipated business of the Company, and confidential information of third parties which is given to the Company pursuant to an obligation or agreement to keep such information confidential. “Confidential Information” does not include information regarding Participants’ terms and conditions of employment or other rights protected under the National Labor Relations Act. (c) Permitted Disclosures: Notwithstanding anything to the contrary in this Agreement, pursuant to United States federal law as set forth in 18 USC Section 1833(b), Participant understands that Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of any Confidential Information that is a trade secret that is made: (1) confidentially to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (2) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant files a lawsuit for retaliation by Employer for reporting a suspected violation of law, Participant may disclose such trade secrets to Participant’s attorney and use the trade secret information in related court proceedings, A-2 provided that Participant files any document containing the trade secret information under seal and does not disclose the trade secret, except pursuant to court order. 2. Non-Competition Covenant (a) Participant agrees that, during Participant’s employment or service with the Company, and for the greater of (a) the period commencing with the date of the Participant’s Retirement from employment or service through the final Vesting Date, or (b) the one (1) year period after separation of Participant’s employment or service with the Company (the “Non- Compete Period”), Participant will not, in the Restricted Territory, provide services to, or be employed by, any person or entity engaged in any business similar to that of the Company that is competitive with either (A) the line of business or businesses of the Company that Participant was employed with during the twelve (12) months preceding Participant’s separation of employment or services with the Company, or (B) any other business of the Company with respect to which Participant had substantial exposure during the twelve (12) months preceding Participant’s separation of employment or services with the Company. (b) Participant’s agreement not to provide such services applies regardless of whether Participant does so as an employee, owner, partner, principal, advisor, independent contractor, consultant, agent, officer, director, investor, or shareholder. Notwithstanding the foregoing, Participant’s ownership of less than 1% of the outstanding shares of a publicly traded company that constitutes a competitor as described in Section 2(a) above shall not be deemed to be providing services to such competitor solely by virtue of owning such shares. (c) For purposes of this RC Agreement, the business of the Company is as follows: (i) If Participant was employed with or provided services to ADT LLC at any time during the twelve (12) months immediately preceding termination of employment or services, then the business of the Company is to sell, install, monitor and/or maintain security, fire, life safety and automation equipment and services for residential and small business premises, including burglar alarm systems, security cameras, home automation and access control systems, as well as intrusion, temperature, flood, fire, smoke, carbon monoxide, emergency, medical alert and fall detection monitoring and response services. (ii) If Participant was employed with or providing services to ADT Commercial LLC at any time during the twelve (12) months immediately preceding termination of employment or services, then the business of the Company is to sell, install, monitor and/or maintain security, fire, and life safety services and to provide risk consulting solutions for commercial, governmental and other institutional settings, including burglar alarm systems, security cameras, and fire suppression and access control systems, as well as response services. (iii) If Participant was employed with or providing services to both ADT LLC and ADT Commercial LLC at any time during the twelve (12) months immediately preceding termination of employment or services, either simultaneously or at different times during that time period, then the business of the Company is both the definitions set forth in sections 1(c)(i) and (ii) above.


A-3 (iv) Participant acknowledges that Participant is familiar with the business of the Company sufficiently to understand the nature of the Company’s business and that no further definition of the business of the Company is necessary. (d) “Restricted Territory” is defined as follows: (i) If Participant last worked for or provided services to the Company in Louisiana, “Restricted Territory” means any of the following Parishes in Louisiana: Plaquemines, Jefferson, St. Bernard, Orleans, St. Charles, St. John the Baptist, St. James, Lafourche, Terrebonne, St. Tammany, St. Mary, Assumption, Ascension, Livingston, Tangipahoa, Washington, St. Helen, East Feliciana, West Feliciana, East Baton Rouge, West Baton Rouge, Iberville, Pointe Coupee, Iberia, Vermilion, Lafayette, St. Martin, Acadia, St. Landry, Jefferson Davis, Cameron, Calcasieu, Beauregard, Allen, Evangeline, Avoyelles, Rapides, Vernon, Concordia, Catahoula, LaSalle, Grant, Natchitoches, Sabine, DeSoto, Red River, Winn, Catahoula, Tensas, Franklin, Madison, Richland, Ouachita, Jackson, Bienville, Lincoln, Caddo, Bossier, Webster, Claiborne, Union, Morehouse, West Carrol, East Carrol. (ii) If Participant last worked for or provided services to the Company in South Dakota or any other state, territory or District, “Restricted Territory” means the geographic area or areas for which Employee was responsible at any time during the twelve (12) months immediately preceding Employee’s termination of employment with the Company. 3. Non-Solicitation Covenant – ADT Personnel (a) Participant agrees that, during Participant’s employment or service with the Company and for the greater of (a) the period commencing with the date of the Participant’s Retirement from employment or service through the final Vesting Date, or (b) the one (1) year period after separation of Participant’s employment or service with the Company (the “Non- Solicit Period”), Participant will not, in the Restricted Territory, directly or indirectly, on Participant’s own behalf or on behalf of another: (i) solicit, recruit, aid, or induce any Company Personnel to leave their employment with the Company in order to accept employment with or render services to another person or entity unaffiliated with the Company, or knowingly take any action to assist or aid any other person or entity in identifying, soliciting, recruiting, inducing or hiring any such Company Personnel; or (ii) otherwise interfere with the relationship of the Company with any Company Personnel. (b) Participant agrees that during the Non-Solicit Period, Participant shall not, directly or indirectly, engage in any conduct intended or reasonably calculated to induce or urge any Participant or contractor of the Company to discontinue, in whole or in part, his/her employment relationship or engagement with the Company. A-4 (c) “Company Personnel” means any person who was employed by the Company and with whom Participant had direct contact for business purposes during the twelve (12) month period prior to Participant’s last day of employment or service with the Company. 4. Non-Solicitation Covenant – Customer (a) Participant agrees that, during Participant’s employment or service with the Company, and during the Non-Solicit Period, Participant will not, in the Restricted Territory, directly or indirectly, on Participant’s own behalf or on behalf of another: (i) solicit, aid, or induce any Customer of the Company to purchase goods or services then sold by the Company from another person or entity, or assist or aid any other persons or entity in identifying or soliciting any such Customer(s); or (ii) otherwise interfere with the relationship of the Company with any of their Participants, customers, vendors, agents, or representatives. (b) “Customer(s)” means an existing customer (person or entity) of the Company that Participant, directly or indirectly (e.g., through employees whom Participant supervised), called upon, solicited, or worked with at any time during the twelve (12) month period prior to Participant’s last day of employment or service with the Company. (c) Participant acknowledges that as a result of Participant’s employment or service with the Company, Participant will be acting as a representative of the Company and will be using the Company’s assets and resources, and will be benefiting from the Company’s goodwill, name recognition, reputation, and experience in regard to these Customers, and Participant will gain Confidential Information about Company Customers, and consequently, the covenants set forth above are reasonable and necessary to protect the Company’s legitimate business interests. Participant agrees that the covenants in this paragraph will apply to all Customers as defined above, even if the identity of certain Customers of the Company may be publicly known, and even if Participant knew or had previous dealings with one or more such Customers prior to Participant’s employment with the Company. 5. Injunctive Relief; Expedited Discovery (a) In the event that Participant breaches or threatens to breach, or the Company reasonably believes Participant is about to breach, any of the restrictive covenants in this RC Agreement, the Company will be entitled to injunctive relief, in addition to any other rights or remedies to which the Company may be entitled in law or equity. Participant agrees that the Company will suffer immediate and irreparable harm and that money damages will not be adequate to compensate the Company or to preserve the status quo. Therefore, Participant consents to the issuance of a temporary restraining order and other injunctive relief necessary to enforce this RC Agreement. (b) Participant agrees that the duration of any injunction shall be increased in an amount equal to any period of time during which Participant failed to comply with the covenants A-5 contained in this RC Agreement, but in no event longer than 24 months from the date of Participant’s termination of employment of services with the Company. (c) Participant and the Company agree that any application for temporary restraining order and/or temporary or preliminary injunctive relief shall be adjudicated exclusively in a court of competent jurisdiction, even if Participant and the Company are parties to an arbitration agreement that otherwise includes disputes under this RC Agreement. Participant agrees that the injunctive relief to which Participant consents hereinabove, under the circumstances addressed in this section, shall be granted by a court of competent jurisdiction pending arbitration on the merits in order to preserve the status quo pending such arbitration. 6. Notice of Restrictive Covenants Participant agrees that Participant will tell any prospective new employer, partner in a business venture, investors and/or any entity seeking to engage Participant’s services, prior to accepting employment, engagement as a consultant or contractor, or engaging in a business venture, that this RC Agreement exists. Participant agrees to provide a true and correct copy of this RC Agreement to any such individual or entity prior to accepting any such employment or entering into any such engagement or business venture. Participant further authorizes the Company to provide a copy of this RC Agreement to any such entity(ies) or individual(s). 7. Modification & Severability If any section, provision, paragraph, phrase, word, and/or line (collectively “Provision”) of this RC Agreement is held to be unenforceable, then the invalidity or unenforceability of any Provision of this RC Agreement shall not affect the validity or enforceability of the remaining Provisions, which shall be enforced as if the offending Provision had not been included in this RC Agreement. It is the intention of the parties that, if any court or other tribunal construes any provision or clause of this RC Agreement, or any portion thereof, to be illegal, void or unenforceable because of the duration of such provision or the area or matter covered thereby, such court shall reduce the duration, area, or matter of such provision to the extent permitted by law, and, in its reduced form, such provision shall then be enforceable and shall be enforced. 8. Choice of Law, Jurisdiction & Venue This RC Agreement will be governed by, construed, interpreted, and its validity determined under the law of the State, District or Territory of the United States in which Participant last worked or provided services for the Company, without regard to such jurisdiction’s conflicts of laws principles. Such law shall govern regardless of the court or arbitration forum in which a dispute may be adjudicated. 9. Binding Effect & Assignability This RC Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors, assigns, affiliated entities, and A-6 any party-in-interest. Participant agrees that, should the Company be acquired by, merge with, or otherwise combine with another corporation or business entity, the surviving entity will have all rights to enforce the terms of this RC Agreement as if it were the Company itself enforcing the RC Agreement. Participant further agrees that the Company may assign, and hereby consents to assignment of, this RC Agreement to any affiliate of the Company. Participant agrees that such an assignment is deemed to have been made without any further documentation in the event Participant moves from employment or services with one Company affiliate to another. 10. Attorneys’ Fees & Acknowledgements Participant and the Company agree that in any legal proceeding to enforce this RC Agreement, the prevailing party shall be entitled to reimbursement of its actual costs and expenses, including without limitation reasonable attorneys’ fees, costs, and disbursements. Participant acknowledges and understands that the Company hereby advises that Participant should consult with an attorney prior to entering into the RC Agreement. Participant’s signature to the 2018 Omnibus Incentive Plan Award Agreement, to which this RC Agreement is an exhibit, constitutes Participant’s acceptance of and agreement to comply in full with this RC Agreement, as set forth on the signature page to the 2018 Omnibus Incentive Plan Award Agreement.


V9 – CO Version A-1 Exhibit A to ADT, Inc. 2018 Omnibus Incentive Plan Award Agreement RESTRICTIVE COVENANT AGREEMENT By accepting the grant of equity hereunder, in addition to any other representations, warranties, and covenants set forth this Restrictive Covenant Agreement (“RC Agreement”), the Omnibus Incentive Plan Participant (the “Participant”) agrees to be subject to and comply with the following covenants. For purposes of this RC Agreement, “the Company” includes ADT Inc. and its Subsidiaries and Affiliates. 1. Confidentiality and Trade Secrets (a) Participant hereby agrees that during Participant’s employment or service with the Company, and thereafter, Participant will not use or disclose “Confidential Information” related to any business of the Company. (b) As used in this RC Agreement, “Confidential Information” means any information or material, not generally known to the public, which may include, for example and without limitation, information and materials, in spoken, printed, electronic, or any other form or medium, relating or pertaining to the Company’s finances, accounting, business plans, strategic plans, personnel and management, development and projects, marketing plans, sales, products and services, pricing or pricing strategies, customer names and addresses and price lists, customer or prospective customer lists, other customer information (including, without limitation, customer methods of operation, requirements, preferences and history of dealings with the Company), vendor lists, vendor information (including, without limitation, their history of dealings with the Company), Participant files, skills, performance and qualifications of the Company’s personnel, other confidential information and trade secrets, secret formulations, techniques, methods, processes, technical information, inventions (whether patented or unpatented), copyrights, know-how, algorithms, computer programs, computer codes and related documentation, processes, research, development, licenses, permits, and compilations of any of the foregoing information relating to the actual or anticipated business of the Company, and confidential information of third parties which is given to the Company pursuant to an obligation or agreement to keep such information confidential. “Confidential Information” does not include information regarding Participants’ terms and conditions of employment or other rights protected under the National Labor Relations Act. (c) Participant understands and agrees that Participant’s agreement not to use or disclose Confidential Information and trade secrets includes, but is not limited to, that Participant will not, directly or indirectly: (i) use Company trade secrets to identify or target existing customers for Participant’s own personal benefit or the benefit of any other firm or entity; (ii) use trade secrets to facilitate the solicitation, for Participant’s own personal benefit or the benefit of any other firm or entity, of any existing customers; and/or (iii) use trade secrets to otherwise unfairly compete with the Company. (d) Permitted Disclosures. A-2 (i) Notwithstanding anything to the contrary in this Agreement, pursuant to United States federal law as set forth in 18 USC Section 1833(b), Participant understands that Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of any Confidential Information that is a trade secret that is made: (1) confidentially to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (2) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant files a lawsuit for retaliation by Employer for reporting a suspected violation of law, Participant may disclose such trade secrets to Participant’s attorney and use the trade secret information in related court proceedings, provided that Participant files any document containing the trade secret information under seal and does not disclose the trade secret, except pursuant to court order. (ii) The foregoing sections 1(a)-(c) will not apply to information that (i) arises from Participant’s general training, knowledge, skill, or expertise, whether gained on the job or otherwise; (ii) was known to the public prior to its disclosure to Participant; (iii) becomes known to the public subsequent to disclosure to Participant through no wrongful act of Participant or any representative of Participant; (iv) Participant has a right to disclose as legally protected conduct; or (v) Participant is required to disclose by applicable law, regulation or legal process (provided that Participant provides the Employer with prior notice of the contemplated disclosure and reasonably cooperates with the Employer at its expense in seeking a protective order or other appropriate protection of such information). Despite clauses (ii) and (iii) of the preceding sentence, Participant’s obligation to maintain such disclosed information in confidence will not terminate where only portions of the information are in the public domain. 2. Non-Competition Covenant (a) Participant agrees that, during Participant’s employment or service with the Company, and for the greater of (a) the period commencing with the date of the Participant’s Retirement from employment or service through the final Vesting Date, or (b) the one (1) year period after separation of Participant’s employment or service with the Company (the “Non- Compete Period”), Participant will not directly or indirectly, own, manage, operate, control (including indirectly through a debt or equity investment), provide services to, or be employed by, any person or entity engaged in any business that is both: (i) located in, or provides services or products to, a region with respect to which Participant had substantial responsibilities during the twenty-four (24) months preceding Participant’s separation of employment or services with the Company; and (ii) competitive with either (A) the line of business or businesses of the Company that Participant was employed with during the twenty-four (24) months preceding Participant’s separation of employment or services with the Company (including any prospective business to be developed or acquired that was proposed at the date of separation), or (B) any other business of the Company with respect to which A-3 Participant had substantial exposure during the twenty-four (24) months preceding Participant’s separation of employment or services with the Company. (b) Participant’s agreement not to provide such services applies regardless of whether Participant does so as an employee, owner, partner, principal, advisor, independent contractor, consultant, agent, officer, director, investor, or shareholder. Notwithstanding the foregoing, Participant’s ownership of less than 1% of the outstanding shares of a publicly traded company that constitutes a competitor as described in Section 2(a) above shall not be deemed to be providing services to such competitor solely by virtue of owning such shares. 3. Non-Solicitation Covenant – ADT Personnel (a) Participant agrees that, during Participant’s employment or service with the Company and for the greater of (a) the period commencing with the date of the Participant’s Retirement from employment or service through the final Vesting Date, or (b) the two (2) year period after separation of Participant’s employment or service with the Company (the “Non- Solicit Period”), Participant will not, directly or indirectly, on Participant’s own behalf or on behalf of another, solicit any Company Personnel to leave their employment with the Company. (b) “Company Personnel” means any person who was employed by the Company during the twenty-four (24) month period prior to Participant’s last day of employment or service with the Company, (i) with whom Participant had direct contact for business purposes, or (ii) whom Participant knew about because of Participant’s access to the Company’s Confidential Information or trade secrets. 4. Non-Solicitation Covenant – Customer (a) Participant agrees that, during Participant’s employment or service with the Company, and during the Non-Solicit Period, Participant will not directly or indirectly, on Participant’s own behalf or on behalf of another, solicit, aid, or induce any Customer of the Company to purchase goods or services then sold by the Company from another person or entity, or assist or aid any other persons or entity in identifying or soliciting any such Customer(s). (b) “Customer(s)” means a customer (person or entity) of the Company that Participant, directly or indirectly (e.g., through employees whom Participant supervised), called upon, solicited, worked with, or became acquainted with at any time during the twenty-four (24) month period prior to Participant’s last day of employment or service with the Company. (c) Participant acknowledges that as a result of Participant’s employment or service with the Company, Participant will gain trade secret information about Company Customers, and consequently, the covenants set forth above are reasonable and necessary to protect the Company’s legitimate business interests. 5. Injunctive Relief; Expedited Discovery (a) In the event that Participant breaches or threatens to breach, or the Company reasonably believes Participant is about to breach, any of the restrictive covenants in this RC A-4 Agreement, the Company will be entitled to injunctive relief, in addition to any other rights or remedies to which the Company may be entitled in law or equity. Participant agrees that the Company will suffer immediate and irreparable harm and that money damages will not be adequate to compensate the Company or to preserve the status quo. Therefore, Participant consents to the issuance of a temporary restraining order and other injunctive relief necessary to enforce this RC Agreement. (b) Participant agrees that the duration of any injunction shall be increased in an amount equal to any period of time during which Participant failed to comply with the covenants contained in this RC Agreement. (c) Participant and the Company agree that any application for temporary restraining order and/or temporary or preliminary injunctive relief shall be adjudicated exclusively in a court of competent jurisdiction, even if Participant and the Company are parties to an arbitration agreement that otherwise includes disputes under this RC Agreement. Participant agrees that the injunctive relief to which Participant consents hereinabove, under the circumstances addressed in this section, shall be granted by a court of competent jurisdiction pending arbitration on the merits in order to preserve the status quo pending such arbitration. 6. Notice of Restrictive Covenants Participant agrees that Participant will tell any prospective new employer, partner in a business venture, investors and/or any entity seeking to engage Participant’s services, prior to accepting employment, engagement as a consultant or contractor, or engaging in a business venture, that this RC Agreement exists. Participant agrees to provide a true and correct copy of this RC Agreement to any such individual or entity prior to accepting any such employment or entering into any such engagement or business venture. Participant further authorizes the Company to provide a copy of this RC Agreement to any such entity(ies) or individual(s). 7. Modification & Severability If any section, provision, paragraph, phrase, word, and/or line (collectively “Provision”) of this RC Agreement is held to be unenforceable, then this RC Agreement will be deemed amended to the extent necessary to render the otherwise unenforceable Provision, and the rest of this RC Agreement, valid and enforceable. If a court or arbitrator declines to amend this RC Agreement as provided herein, the invalidity or unenforceability of any Provision of this RC Agreement shall not affect the validity or enforceability of the remaining Provisions, which shall be enforced as if the offending Provision had not been included in this RC Agreement. 8. Choice of Law, Jurisdiction & Venue This RC Agreement will be governed by, construed, interpreted, and its validity determined under the law of the State, District or Territory of the United States in which Participant last worked or provided services for the Company, without regard to such jurisdiction’s conflicts of laws principles. Such law shall govern regardless of the court or arbitration forum in which a dispute may be adjudicated.


A-5 9. Binding Effect & Assignability This RC Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors, assigns, affiliated entities, and any party-in-interest. Participant agrees that, should the Company be acquired by, merge with, or otherwise combine with another corporation or business entity, the surviving entity will have all rights to enforce the terms of this RC Agreement as if it were the Company itself enforcing the RC Agreement. Participant further agrees that the Company may assign, and hereby consents to assignment of, this RC Agreement to any affiliate of the Company. Participant agrees that such an assignment is deemed to have been made without any further documentation in the event Participant moves from employment or services with one Company affiliate to another. 10. Attorneys’ Fees & Acknowledgements Participant and the Company agree that in any legal proceeding to enforce this RC Agreement, the prevailing party shall be entitled to reimbursement of its actual costs and expenses, including without limitation reasonable attorneys’ fees, costs, and disbursements. Participant acknowledges and understands that the Company hereby advises that Participant should consult with an attorney prior to entering into the RC Agreement. Participant’s signature to the 2018 Omnibus Incentive Plan Award Agreement, to which this RC Agreement is an exhibit, constitutes Participant’s acceptance of and agreement to comply in full with this RC Agreement, as set forth on the signature page to the 2018 Omnibus Incentive Plan Award Agreement. V10 – Core National Version A-1 Exhibit A to ADT, Inc. 2018 Omnibus Incentive Plan Award Agreement RESTRICTIVE COVENANT AGREEMENT By accepting the grant of equity hereunder, in addition to any other representations, warranties, and covenants set forth this Restrictive Covenant Agreement (“RC Agreement”), the Omnibus Incentive Plan Participant (the “Participant”) agrees to be subject to and comply with the following covenants. For purposes of this RC Agreement, “the Company” includes ADT Inc. and its Subsidiaries and Affiliates. 1. Confidentiality (a) Participant hereby agrees that during Participant’s employment or service with the Company, and thereafter, Participant will not use or disclose “Confidential Information” related to any business of the Company. (b) As used in this RC Agreement, “Confidential Information” means any information or material, not generally known to the public, which may include, for example and without limitation, information and materials, in spoken, printed, electronic, or any other form or medium, relating or pertaining to the Company’s finances, accounting, business plans, strategic plans, personnel and management, development and projects, marketing plans, sales, products and services, pricing or pricing strategies, customer names and addresses and price lists, customer or prospective customer lists, other customer information (including, without limitation, customer methods of operation, requirements, preferences and history of dealings with the Company), vendor lists, vendor information (including, without limitation, their history of dealings with the Company), Participant files, skills, performance and qualifications of the Company’s personnel, other confidential information and trade secrets, secret formulations, techniques, methods, processes, technical information, inventions (whether patented or unpatented), copyrights, know-how, algorithms, computer programs, computer codes and related documentation, processes, research, development, licenses, permits, and compilations of any of the foregoing information relating to the actual or anticipated business of the Company, and confidential information of third parties which is given to the Company pursuant to an obligation or agreement to keep such information confidential. “Confidential Information” does not include information regarding Participants’ terms and conditions of employment or other rights protected under the National Labor Relations Act. (c) Permitted Disclosures: Notwithstanding anything to the contrary in this Agreement, pursuant to United States federal law as set forth in 18 USC Section 1833(b), Participant understands that Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of any Confidential Information that is a trade secret that is made: (1) confidentially to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (2) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant files a lawsuit for retaliation by Employer for reporting a suspected violation of law, Participant may disclose such trade secrets to Participant’s attorney and use the trade secret information in related court proceedings, A-2 provided that Participant files any document containing the trade secret information under seal and does not disclose the trade secret, except pursuant to court order. 2. Non-Solicitation Covenant – ADT Personnel (a) Participant agrees that, during Participant’s employment or service with the Company and for the greater of (a) the period commencing with the date of the Participant’s Retirement from employment or service through the final Vesting Date, or (b) the two (2) year period after separation of Participant’s employment or service with the Company (the “Non- Solicit Period”), Participant will not, directly or indirectly, on Participant’s own behalf or on behalf of another: (i) solicit, recruit, aid, or induce any Company Personnel to leave their employment with the Company in order to accept employment with or render services to another person or entity unaffiliated with the Company, or knowingly take any action to assist or aid any other person or entity in identifying, soliciting, recruiting, inducing or hiring any such Company Personnel; or (ii) otherwise interfere with the relationship of the Company with any Company Personnel. (b) Participant agrees that during the Non-Solicit Period, Participant shall not, directly or indirectly, engage in any conduct intended or reasonably calculated to induce or urge any Participant or contractor of the Company to discontinue, in whole or in part, his/her employment relationship or engagement with the Company. (c) “Company Personnel” means any person who was employed by the Company during the twenty-four (24) month period prior to Participant’s last day of employment or service with the Company and either (i) with whom Participant had direct contact for business purposes, or (ii) whom Participant knew about because of Participant’s access to the Company’s Confidential Information or trade secrets. 3. Non-Solicitation Covenant – Customer (a) Participant agrees that, during Participant’s employment or service with the Company, and during the Non-Solicit Period, Participant will not directly or indirectly, on Participant’s own behalf or on behalf of another: (i) solicit, aid, or induce any Customer of the Company to purchase goods or services then sold by the Company from another person or entity, or assist or aid any other persons or entity in identifying or soliciting any such Customer(s); or (ii) initiate any contact or communication with any Customer regarding any new employment or business affiliation Participant may accept or be intending to accept following separation of Participant’s employment with the Company; or A-3 (iii) otherwise interfere with the relationship of the Company with any of their Participants, customers, vendors, agents, or representatives. (b) “Customer(s)” means a customer (person or entity) of the Company that Participant, directly or indirectly (e.g., through employees whom Participant supervised), called upon, solicited, worked with, or became acquainted with at any time during the twenty-four (24) month period prior to Participant’s last day of employment or service with the Company. (c) Participant acknowledges that as a result of Participant’s employment or service with the Company, Participant will be acting as a representative of the Company and will be using the Company’s assets and resources, and will be benefiting from the Company’s goodwill, name recognition, reputation, and experience in regard to these Customers, and Participant will gain Confidential Information about Company Customers, and consequently, the covenants set forth above are reasonable and necessary to protect the Company’s legitimate business interests. Participant agrees that the covenants in this paragraph will apply to all Customers as defined above, even if the identity of certain Customers of the Company may be publicly known, and even if Participant knew or had previous dealings with one or more such Customers prior to Participant’s employment with the Company. 4. Injunctive Relief; Expedited Discovery (a) In the event that Participant breaches or threatens to breach, or the Company reasonably believes Participant is about to breach, any of the restrictive covenants in this RC Agreement, the Company will be entitled to injunctive relief, in addition to any other rights or remedies to which the Company may be entitled in law or equity. Participant agrees that the Company will suffer immediate and irreparable harm and that money damages will not be adequate to compensate the Company or to preserve the status quo. Therefore, Participant consents to the issuance of a temporary restraining order and other injunctive relief necessary to enforce this RC Agreement. (b) Participant agrees that the duration of any injunction shall be increased in an amount equal to any period of time during which Participant failed to comply with the covenants contained in this RC Agreement. (c) Participant and the Company agree that any application for temporary restraining order and/or temporary or preliminary injunctive relief shall be adjudicated exclusively in a court of competent jurisdiction, even if Participant and the Company are parties to an arbitration agreement that otherwise includes disputes under this RC Agreement. Participant agrees that the injunctive relief to which Participant consents hereinabove, under the circumstances addressed in this section, shall be granted by a court of competent jurisdiction pending arbitration on the merits in order to preserve the status quo pending such arbitration. 5. Notice of Restrictive Covenants Participant agrees that Participant will tell any prospective new employer, partner in a business venture, investors and/or any entity seeking to engage Participant’s services, prior to accepting employment, engagement as a consultant or contractor, or engaging in a business


A-4 venture, that this RC Agreement exists. Participant agrees to provide a true and correct copy of this RC Agreement to any such individual or entity prior to accepting any such employment or entering into any such engagement or business venture. Participant further authorizes the Company to provide a copy of this RC Agreement to any such entity(ies) or individual(s). 6. Modification & Severability If any section, provision, paragraph, phrase, word, and/or line (collectively “Provision”) of this RC Agreement is held to be unenforceable, then this RC Agreement will be deemed amended to the extent necessary to render the otherwise unenforceable Provision, and the rest of this RC Agreement, valid and enforceable. If a court or arbitrator declines to amend this RC Agreement as provided herein, the invalidity or unenforceability of any Provision of this RC Agreement shall not affect the validity or enforceability of the remaining Provisions, which shall be enforced as if the offending Provision had not been included in this RC Agreement. 7. Choice of Law, Jurisdiction & Venue This RC Agreement will be governed by, construed, interpreted, and its validity determined under the law of the State, District or Territory of the United States in which Participant last worked or provided services for the Company, without regard to such jurisdiction’s conflicts of laws principles. Such law shall govern regardless of the court or arbitration forum in which a dispute may be adjudicated. 8. Binding Effect & Assignability This RC Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors, assigns, affiliated entities, and any party-in-interest. Participant agrees that, should the Company be acquired by, merge with, or otherwise combine with another corporation or business entity, the surviving entity will have all rights to enforce the terms of this RC Agreement as if it were the Company itself enforcing the RC Agreement. Participant further agrees that the Company may assign, and hereby consents to assignment of, this RC Agreement to any affiliate of the Company. Participant agrees that such an assignment is deemed to have been made without any further documentation in the event Participant moves from employment or services with one Company affiliate to another. 9. Attorneys’ Fees & Acknowledgements Participant and the Company agree that in any legal proceeding to enforce this RC Agreement, the prevailing party shall be entitled to reimbursement of its actual costs and expenses, including without limitation reasonable attorneys’ fees, costs, and disbursements. Participant acknowledges and understands that the Company hereby advises that Participant should consult with an attorney prior to entering into the RC Agreement. Participant’s signature to the 2018 Omnibus Incentive Plan Award Agreement, to which this RC Agreement is an exhibit, constitutes Participant’s acceptance of and agreement to A-5 comply in full with this RC Agreement, as set forth on the signature page to the 2018 Omnibus Incentive Plan Award Agreement. V11 – Blue Pencil Version A-1 Exhibit A to ADT, Inc. 2018 Omnibus Incentive Plan Award Agreement RESTRICTIVE COVENANT AGREEMENT By accepting the grant of equity hereunder, in addition to any other representations, warranties, and covenants set forth this Restrictive Covenant Agreement (“RC Agreement”), the Omnibus Incentive Plan Participant (the “Participant”) agrees to be subject to and comply with the following covenants. For purposes of this RC Agreement, “the Company” includes ADT Inc. and its Subsidiaries and Affiliates. 1. Confidentiality (a) Participant hereby agrees that during Participant’s employment or service with the Company, and thereafter, Participant will not use or disclose “Confidential Information” related to any business of the Company. (b) As used in this RC Agreement, “Confidential Information” means any information or material, not generally known to the public, which may include, for example and without limitation, information and materials, in spoken, printed, electronic, or any other form or medium, relating or pertaining to the Company’s finances, accounting, business plans, strategic plans, personnel and management, development and projects, marketing plans, sales, products and services, pricing or pricing strategies, customer names and addresses and price lists, customer or prospective customer lists, other customer information (including, without limitation, customer methods of operation, requirements, preferences and history of dealings with the Company), vendor lists, vendor information (including, without limitation, their history of dealings with the Company), Participant files, skills, performance and qualifications of the Company’s personnel, other confidential information and trade secrets, secret formulations, techniques, methods, processes, technical information, inventions (whether patented or unpatented), copyrights, know-how, algorithms, computer programs, computer codes and related documentation, processes, research, development, licenses, permits, and compilations of any of the foregoing information relating to the actual or anticipated business of the Company, and confidential information of third parties which is given to the Company pursuant to an obligation or agreement to keep such information confidential. “Confidential Information” does not include information regarding Participants’ terms and conditions of employment or other rights protected under the National Labor Relations Act. (c) Permitted Disclosures: Notwithstanding anything to the contrary in this Agreement, pursuant to United States federal law as set forth in 18 USC Section 1833(b), Participant understands that Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of any Confidential Information that is a trade secret that is made: (1) confidentially to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (2) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant files a lawsuit for retaliation by Employer for reporting a suspected violation of law, Participant may disclose such trade secrets to Participant’s attorney and use the trade secret information in related court proceedings, A-2 provided that Participant files any document containing the trade secret information under seal and does not disclose the trade secret, except pursuant to court order. 2. Non-Solicitation Covenant – ADT Personnel (a) Participant agrees that, during Participant’s employment or service with the Company and for the greater of (a) the period commencing with the date of the Participant’s Retirement from employment or service through the final Vesting Date, or (b) the one(1) year period after separation of Participant’s employment or service with the Company (the “Non- Solicit Period”), Participant will not, directly or indirectly, on Participant’s own behalf or on behalf of another: (i) solicit, recruit, aid, or induce any Company Personnel to leave their employment with the Company in order to accept employment with or render services to another person or entity unaffiliated with the Company, or knowingly take any action to assist or aid any other person or entity in identifying, soliciting, recruiting, inducing or hiring any such Company Personnel; or (ii) otherwise interfere with the relationship of the Company with any Company Personnel. (b) Participant agrees that during the Non-Solicit Period, Participant shall not, directly or indirectly, engage in any conduct intended or reasonably calculated to induce or urge any Participant or contractor of the Company to discontinue, in whole or in part, his/her employment relationship or engagement with the Company. (c) “Company Personnel” means any person who was employed by the Company during the twelve (12) month period prior to Participant’s last day of employment or service with the Company and with whom Participant had direct contact for business purposes. 3. Non-Solicitation Covenant – Customer (a) Participant agrees that, during Participant’s employment or service with the Company, and during the Non-Solicit Period, Participant will not directly or indirectly, on Participant’s own behalf or on behalf of another: (i) solicit, aid, or induce any Customer of the Company to purchase goods or services then sold by the Company from another person or entity, or assist or aid any other persons or entity in identifying or soliciting any such Customer(s); or (ii) otherwise interfere with the relationship of the Company with any of their Participants, customers, vendors, agents, or representatives. (b) “Customer(s)” means an existing customer (person or entity) of the Company that Participant, directly or indirectly (e.g., through employees whom Participant supervised), called upon, solicited, or worked with at any time during the twelve (12) month period prior to Participant’s last day of employment or service with the Company.


A-3 (c) Participant acknowledges that as a result of Participant’s employment or service with the Company, Participant will be acting as a representative of the Company and will be using the Company’s assets and resources, and will be benefiting from the Company’s goodwill, name recognition, reputation, and experience in regard to these Customers, and Participant will gain Confidential Information about Company Customers, and consequently, the covenants set forth above are reasonable and necessary to protect the Company’s legitimate business interests. Participant agrees that the covenants in this paragraph will apply to all Customers as defined above, even if the identity of certain Customers of the Company may be publicly known, and even if Participant knew or had previous dealings with one or more such Customers prior to Participant’s employment with the Company. 4. Injunctive Relief; Expedited Discovery (a) In the event that Participant breaches or threatens to breach, or the Company reasonably believes Participant is about to breach, any of the restrictive covenants in this RC Agreement, the Company will be entitled to injunctive relief, in addition to any other rights or remedies to which the Company may be entitled in law or equity. Participant agrees that the Company will suffer immediate and irreparable harm and that money damages will not be adequate to compensate the Company or to preserve the status quo. Therefore, Participant consents to the issuance of a temporary restraining order and other injunctive relief necessary to enforce this RC Agreement. (b) Participant agrees that the duration of any injunction shall be increased in an amount equal to any period of time during which Participant failed to comply with the covenants contained in this RC Agreement. (c) Participant and the Company agree that any application for temporary restraining order and/or temporary or preliminary injunctive relief shall be adjudicated exclusively in a court of competent jurisdiction, even if Participant and the Company are parties to an arbitration agreement that otherwise includes disputes under this RC Agreement. Participant agrees that the injunctive relief to which Participant consents hereinabove, under the circumstances addressed in this section, shall be granted by a court of competent jurisdiction pending arbitration on the merits in order to preserve the status quo pending such arbitration. 5. Notice of Restrictive Covenants Participant agrees that Participant will tell any prospective new employer, partner in a business venture, investors and/or any entity seeking to engage Participant’s services, prior to accepting employment, engagement as a consultant or contractor, or engaging in a business venture, that this RC Agreement exists. Participant agrees to provide a true and correct copy of this RC Agreement to any such individual or entity prior to accepting any such employment or entering into any such engagement or business venture. Participant further authorizes the Company to provide a copy of this RC Agreement to any such entity(ies) or individual(s). A-4 6. Modification & Severability If any section, provision, paragraph, phrase, word, and/or line (collectively “Provision”) of this RC Agreement is held to be unenforceable, then the invalidity or unenforceability of any Provision of this RC Agreement shall not affect the validity or enforceability of the remaining Provisions, which shall be enforced as if the offending Provision had not been included in this RC Agreement. It is the intention of the parties that, if any court or arbitrator construes any provision or clause of this RC Agreement, or any portion thereof, to be illegal, void or unenforceable because of the duration of such provision or the area or matter covered thereby, such court shall reduce the duration, area, or matter of such provision to the extent permitted by law, and, in its reduced form, such provision shall then be enforceable and shall be enforced. 7. Choice of Law, Jurisdiction & Venue This RC Agreement will be governed by, construed, interpreted, and its validity determined under the law of the State, District or Territory of the United States in which Participant last worked or provided services for the Company, without regard to such jurisdiction’s conflicts of laws principles. Such law shall govern regardless of the court or arbitration forum in which a dispute may be adjudicated. 8. Binding Effect & Assignability This RC Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors, assigns, affiliated entities, and any party-in-interest. Participant agrees that, should the Company be acquired by, merge with, or otherwise combine with another corporation or business entity, the surviving entity will have all rights to enforce the terms of this RC Agreement as if it were the Company itself enforcing the RC Agreement. Participant further agrees that the Company may assign, and hereby consents to assignment of, this RC Agreement to any affiliate of the Company. Participant agrees that such an assignment is deemed to have been made without any further documentation in the event Participant moves from employment or services with one Company affiliate to another. 9. Attorneys’ Fees & Acknowledgements Participant and the Company agree that in any legal proceeding to enforce this RC Agreement, the prevailing party shall be entitled to reimbursement of its actual costs and expenses, including without limitation reasonable attorneys’ fees, costs, and disbursements. Participant acknowledges and understands that the Company hereby advises that Participant should consult with an attorney prior to entering into the RC Agreement. Participant’s signature to the 2018 Omnibus Incentive Plan Award Agreement, to which this RC Agreement is an exhibit, constitutes Participant’s acceptance of and agreement to A-5 comply in full with this RC Agreement, as set forth on the signature page to the 2018 Omnibus Incentive Plan Award Agreement. V12 – Red Pencil Version (NE,VA,WY) A-1 Exhibit A to ADT, Inc. 2018 Omnibus Incentive Plan Award Agreement RESTRICTIVE COVENANT AGREEMENT By accepting the grant of equity hereunder, in addition to any other representations, warranties, and covenants set forth this Restrictive Covenant Agreement (“RC Agreement”), the Omnibus Incentive Plan Participant (the “Participant”) agrees to be subject to and comply with the following covenants. For purposes of this RC Agreement, “the Company” includes ADT Inc. and its Subsidiaries and Affiliates. 1. Confidentiality (a) Participant hereby agrees that during Participant’s employment or service with the Company, and thereafter, Participant will not use or disclose “Confidential Information” related to any business of the Company. (b) As used in this RC Agreement, “Confidential Information” means any information or material, not generally known to the public, which may include, for example and without limitation, information and materials, in spoken, printed, electronic, or any other form or medium, relating or pertaining to the Company’s finances, accounting, business plans, strategic plans, personnel and management, development and projects, marketing plans, sales, products and services, pricing or pricing strategies, customer names and addresses and price lists, customer or prospective customer lists, other customer information (including, without limitation, customer methods of operation, requirements, preferences and history of dealings with the Company), vendor lists, vendor information (including, without limitation, their history of dealings with the Company), Participant files, skills, performance and qualifications of the Company’s personnel, other confidential information and trade secrets, secret formulations, techniques, methods, processes, technical information, inventions (whether patented or unpatented), copyrights, know-how, algorithms, computer programs, computer codes and related documentation, processes, research, development, licenses, permits, and compilations of any of the foregoing information relating to the actual or anticipated business of the Company, and confidential information of third parties which is given to the Company pursuant to an obligation or agreement to keep such information confidential. “Confidential Information” does not include information regarding Participants’ terms and conditions of employment or other rights protected under the National Labor Relations Act. (c) Permitted Disclosures: Notwithstanding anything to the contrary in this Agreement, pursuant to United States federal law as set forth in 18 USC Section 1833(b), Participant understands that Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of any Confidential Information that is a trade secret that is made: (1) confidentially to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (2) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant files a lawsuit for retaliation by Employer for reporting a suspected violation of law, Participant may disclose such trade secrets to Participant’s attorney and use the trade secret information in related court proceedings,


A-2 provided that Participant files any document containing the trade secret information under seal and does not disclose the trade secret, except pursuant to court order. 2. Non-Solicitation Covenant – ADT Personnel Participant agrees that, during Participant’s employment or service with the Company and for the greater of (a) the period commencing with the date of the Participant’s Retirement from employment or service through the final Vesting Date, or (b) the one (1) year period after separation of Participant’s employment or service with the Company (the “Non-Solicit Period”), Participant will not solicit any current employee of the Company with whom Employee had personal contact during the 18 months immediately preceding Employee’s last day of employment with the Company. 3. Non-Solicitation Covenant – Customer (a) Participant agrees that, during Participant’s employment or service with the Company, and during the Non-Solicit Period, Participant will not solicit any Customers. (b) “Customer(s)” means a current customer (person or entity) of the Company with which Participant actually did business and had personal contact during the 18 months immediately preceding Participant’s last day of employment or service with the Company. (c) Participant acknowledges that as a result of Participant’s employment or service with the Company, Participant will be acting as a representative of the Company and will be using the Company’s assets and resources, and will be benefiting from the Company’s goodwill, name recognition, reputation, and experience in regard to these Customers, and Participant will gain Confidential Information about Company Customers, and consequently, the covenants set forth above are reasonable and necessary to protect the Company’s legitimate business interests. 4. Separate and Severable Covenants The restrictive covenants set forth in Sections 2 and 3 above are intended by the Parties to be separate and severable covenants. If either Section 2 or Section 3 is held to be unenforceable, the invalidity or unenforceability of that Section shall not affect the validity or enforceability of the remaining Section, which shall be enforced as if the offending Section had not been included in this Agreement. 5. Choice of Law, Jurisdiction & Venue This RC Agreement will be governed by, construed, interpreted, and its validity determined under the law of the State, District or Territory of the United States in which Participant last worked or provided services for the Company, without regard to such jurisdiction’s conflicts of laws principles. Such law shall govern regardless of the court or arbitration forum in which a dispute may be adjudicated. A-3 6. Binding Effect & Assignability This RC Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors, assigns, affiliated entities, and any party-in-interest. Participant agrees that, should the Company be acquired by, merge with, or otherwise combine with another corporation or business entity, the surviving entity will have all rights to enforce the terms of this RC Agreement as if it were the Company itself enforcing the RC Agreement. Participant further agrees that the Company may assign, and hereby consents to assignment of, this RC Agreement to any affiliate of the Company. Participant agrees that such an assignment is deemed to have been made without any further documentation in the event Participant moves from employment or services with one Company affiliate to another. 7. Attorneys’ Fees & Acknowledgements Participant and the Company agree that in any legal proceeding to enforce this RC Agreement, the prevailing party shall be entitled to reimbursement of its actual costs and expenses, including without limitation reasonable attorneys’ fees, costs, and disbursements. Participant acknowledges and understands that the Company hereby advises that Participant should consult with an attorney prior to entering into the RC Agreement. Participant’s signature to the 2018 Omnibus Incentive Plan Award Agreement, to which this RC Agreement is an exhibit, constitutes Participant’s acceptance of and agreement to comply in full with this RC Agreement, as set forth on the signature page to the 2018 Omnibus Incentive Plan Award Agreement. V13 – CA/ND Version A-1 Exhibit A to ADT, Inc. 2018 Omnibus Incentive Plan Award Agreement RESTRICTIVE COVENANT AGREEMENT By accepting the grant of equity hereunder, in addition to any other representations, warranties, and covenants set forth this Restrictive Covenant Agreement (“RC Agreement”), the Omnibus Incentive Plan Participant (the “Participant”) agrees to be subject to and comply with the following covenants. For purposes of this RC Agreement, “the Company” includes ADT Inc. and its Subsidiaries and Affiliates. 1. Confidentiality and Trade Secrets (a) Participant hereby agrees that during Participant’s employment or service with the Company, and thereafter, Participant will not use or disclose “Confidential Information” related to any business of the Company. (b) As used in this RC Agreement, “Confidential Information” means any information or material, not generally known to the public, which may include, for example and without limitation, information and materials, in spoken, printed, electronic, or any other form or medium, relating or pertaining to the Company’s finances, accounting, business plans, strategic plans, personnel and management, development and projects, marketing plans, sales, products and services, pricing or pricing strategies, customer names and addresses and price lists, customer or prospective customer lists, other customer information (including, without limitation, customer methods of operation, requirements, preferences and history of dealings with the Company), vendor lists, vendor information (including, without limitation, their history of dealings with the Company), Participant files, skills, performance and qualifications of the Company’s personnel, other confidential information and trade secrets, secret formulations, techniques, methods, processes, technical information, inventions (whether patented or unpatented), copyrights, know-how, algorithms, computer programs, computer codes and related documentation, processes, research, development, licenses, permits, and compilations of any of the foregoing information relating to the actual or anticipated business of the Company, and confidential information of third parties which is given to the Company pursuant to an obligation or agreement to keep such information confidential. “Confidential Information” does not include information regarding Participants’ terms and conditions of employment or other rights protected under the National Labor Relations Act. (c) Participant understands and agrees that Participant’s agreement not to use or disclose Confidential Information and trade secrets includes, but is not limited to, that Participant will not, directly or indirectly: (i) use Company trade secrets to identify or target existing customers for Participant’s own personal benefit or the benefit of any other firm or entity; (ii) use trade secrets to facilitate the solicitation, for Participant’s own personal benefit or the benefit of any other firm or entity, of any existing customers; and/or (iii) use trade secrets to otherwise unfairly compete with the Company. (d) Permitted Disclosures: Notwithstanding anything to the contrary in this Agreement, pursuant to United States federal law as set forth in 18 USC Section 1833(b), Participant understands that Participant shall not be held criminally or civilly liable under any A-2 federal or state trade secret law for the disclosure of any Confidential Information that is a trade secret that is made: (1) confidentially to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (2) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant files a lawsuit for retaliation by Employer for reporting a suspected violation of law, Participant may disclose such trade secrets to Participant’s attorney and use the trade secret information in related court proceedings, provided that Participant files any document containing the trade secret information under seal and does not disclose the trade secret, except pursuant to court order. 2. Non-Solicitation Covenant – ADT Personnel (a) Participant agrees that, during Participant’s employment or service with the Company and for the greater of (a) the period commencing with the date of the Participant’s Retirement from employment or service through the final Vesting Date, or (b) the two (2) year period after separation of Participant’s employment or service with the Company (the “Non- Solicit Period”), Participant will not, directly or indirectly, on Participant’s own behalf or on behalf of another: (i) solicit, recruit, aid, or induce any Company Personnel to leave their employment with the Company in order to accept employment with or render services to another person or entity unaffiliated with the Company, or knowingly take any action to assist or aid any other person or entity in identifying, soliciting, recruiting, inducing or hiring any such Company Personnel; or (ii) otherwise interfere with the relationship of the Company with any Company Personnel. (b) Participant agrees that during the Non-Solicit Period, Participant shall not, directly or indirectly, engage in any conduct intended or reasonably calculated to induce or urge any Participant or contractor of the Company to discontinue, in whole or in part, his/her employment relationship or engagement with the Company. (c) “Company Personnel” means any person who was employed by the Company during the twenty-four (24) month period prior to Participant’s last day of employment or service with the Company, (i) with whom Participant had direct contact for business purposes, or (ii) whom Participant knew about because of Participant’s access to the Company’s Confidential Information or trade secrets. 3. Injunctive Relief; Expedited Discovery (a) In the event that Participant breaches or threatens to breach, or the Company reasonably believes Participant is about to breach, any of the restrictive covenants in this RC Agreement, the Company will be entitled to injunctive relief, in addition to any other rights or remedies to which the Company may be entitled in law or equity. Participant agrees that the Company will suffer immediate and irreparable harm and that money damages will not be adequate to compensate the Company or to preserve the status quo. Therefore, Participant


A-3 consents to the issuance of a temporary restraining order and other injunctive relief necessary to enforce this RC Agreement. (b) Participant agrees that the duration of any injunction shall be increased in an amount equal to any period of time during which Participant failed to comply with the covenants contained in this RC Agreement. (c) Participant and the Company agree that any application for temporary restraining order and/or temporary or preliminary injunctive relief shall be adjudicated exclusively in a court of competent jurisdiction, even if Participant and the Company are parties to an arbitration agreement that otherwise includes disputes under this RC Agreement. Participant agrees that the injunctive relief to which Participant consents hereinabove, under the circumstances addressed in this section, shall be granted by a court of competent jurisdiction pending arbitration on the merits in order to preserve the status quo pending such arbitration. 4. Notice of Restrictive Covenants Participant agrees that Participant will tell any prospective new employer, partner in a business venture, investors and/or any entity seeking to engage Participant’s services, prior to accepting employment, engagement as a consultant or contractor, or engaging in a business venture, that this RC Agreement exists. Participant agrees to provide a true and correct copy of this RC Agreement to any such individual or entity prior to accepting any such employment or entering into any such engagement or business venture. Participant further authorizes the Company to provide a copy of this RC Agreement to any such entity(ies) or individual(s). 5. Modification & Severability If any section, provision, paragraph, phrase, word, and/or line (collectively “Provision”) of this RC Agreement is held to be unenforceable, then this RC Agreement will be deemed amended to the extent necessary to render the otherwise unenforceable Provision, and the rest of this RC Agreement, valid and enforceable. If a court or arbitrator declines to amend this RC Agreement as provided herein, the invalidity or unenforceability of any Provision of this RC Agreement shall not affect the validity or enforceability of the remaining Provisions, which shall be enforced as if the offending Provision had not been included in this RC Agreement. 6. Choice of Law, Jurisdiction & Venue This RC Agreement will be governed by, construed, interpreted, and its validity determined under the law of the State, District or Territory of the United States in which Participant last worked or provided services for the Company, without regard to such jurisdiction’s conflicts of laws principles. Such law shall govern regardless of the court or arbitration forum in which a dispute may be adjudicated. 7. Binding Effect & Assignability This RC Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors, assigns, affiliated entities, and A-4 any party-in-interest. Participant agrees that, should the Company be acquired by, merge with, or otherwise combine with another corporation or business entity, the surviving entity will have all rights to enforce the terms of this RC Agreement as if it were the Company itself enforcing the RC Agreement. Participant further agrees that the Company may assign, and hereby consents to assignment of, this RC Agreement to any affiliate of the Company. Participant agrees that such an assignment is deemed to have been made without any further documentation in the event Participant moves from employment or services with one Company affiliate to another. 8. Attorneys’ Fees & Acknowledgements Participant and the Company agree that in any legal proceeding to enforce this RC Agreement, the prevailing party shall be entitled to reimbursement of its actual costs and expenses, including without limitation reasonable attorneys’ fees, costs, and disbursements. Participant acknowledges and understands that the Company hereby advises that Participant should consult with an attorney prior to entering into the RC Agreement. Participant’s signature to the 2018 Omnibus Incentive Plan Award Agreement, to which this RC Agreement is an exhibit, constitutes Participant’s acceptance of and agreement to comply in full with this RC Agreement, as set forth on the signature page to the 2018 Omnibus Incentive Plan Award Agreement. V14 – LA/SD Version A-1 Exhibit A to ADT, Inc. 2018 Omnibus Incentive Plan Award Agreement RESTRICTIVE COVENANT AGREEMENT By accepting the grant of equity hereunder, in addition to any other representations, warranties, and covenants set forth this Restrictive Covenant Agreement (“RC Agreement”), the Omnibus Incentive Plan Participant (the “Participant”) agrees to be subject to and comply with the following covenants. For purposes of this RC Agreement, “the Company” includes ADT Inc. and its Subsidiaries and Affiliates. 1. Confidentiality (a) Participant hereby agrees that during Participant’s employment or service with the Company, and thereafter, Participant will not use or disclose “Confidential Information” related to any business of the Company. (b) As used in this RC Agreement, “Confidential Information” means any information or material, not generally known to the public, which may include, for example and without limitation, information and materials, in spoken, printed, electronic, or any other form or medium, relating or pertaining to the Company’s finances, accounting, business plans, strategic plans, personnel and management, development and projects, marketing plans, sales, products and services, pricing or pricing strategies, customer names and addresses and price lists, customer or prospective customer lists, other customer information (including, without limitation, customer methods of operation, requirements, preferences and history of dealings with the Company), vendor lists, vendor information (including, without limitation, their history of dealings with the Company), Participant files, skills, performance and qualifications of the Company’s personnel, other confidential information and trade secrets, secret formulations, techniques, methods, processes, technical information, inventions (whether patented or unpatented), copyrights, know-how, algorithms, computer programs, computer codes and related documentation, processes, research, development, licenses, permits, and compilations of any of the foregoing information relating to the actual or anticipated business of the Company, and confidential information of third parties which is given to the Company pursuant to an obligation or agreement to keep such information confidential. “Confidential Information” does not include information regarding Participants’ terms and conditions of employment or other rights protected under the National Labor Relations Act. (c) Permitted Disclosures: Notwithstanding anything to the contrary in this Agreement, pursuant to United States federal law as set forth in 18 USC Section 1833(b), Participant understands that Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of any Confidential Information that is a trade secret that is made: (1) confidentially to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (2) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant files a lawsuit for retaliation by Employer for reporting a suspected violation of law, Participant may disclose such trade secrets to Participant’s attorney and use the trade secret information in related court proceedings, A-2 provided that Participant files any document containing the trade secret information under seal and does not disclose the trade secret, except pursuant to court order. 2. Non-Solicitation Covenant – ADT Personnel (a) Participant agrees that, during Participant’s employment or service with the Company and for the greater of (a) the period commencing with the date of the Participant’s Retirement from employment or service through the final Vesting Date, or (b) the one (1) year period after separation of Participant’s employment or service with the Company (the “Non- Solicit Period”), Participant will not, in the Restricted Territory, directly or indirectly, on Participant’s own behalf or on behalf of another: (i) solicit, recruit, aid, or induce any Company Personnel to leave their employment with the Company in order to accept employment with or render services to another person or entity unaffiliated with the Company, or knowingly take any action to assist or aid any other person or entity in identifying, soliciting, recruiting, inducing or hiring any such Company Personnel; or (ii) otherwise interfere with the relationship of the Company with any Company Personnel. (b) Participant agrees that during the Non-Solicit Period, Participant shall not, directly or indirectly, engage in any conduct intended or reasonably calculated to induce or urge any Participant or contractor of the Company to discontinue, in whole or in part, his/her employment relationship or engagement with the Company. (c) “Company Personnel” means any person who was employed by the Company and with whom Participant had direct contact for business purposes during the twelve (12) month period prior to Participant’s last day of employment or service with the Company. 3. Non-Solicitation Covenant – Customer (a) Participant agrees that, during Participant’s employment or service with the Company, and during the Non-Solicit Period, Participant will not, in the Restricted Territory, directly or indirectly, on Participant’s own behalf or on behalf of another: (i) solicit, aid, or induce any Customer of the Company to purchase goods or services then sold by the Company from another person or entity, or assist or aid any other persons or entity in identifying or soliciting any such Customer(s); or (ii) otherwise interfere with the relationship of the Company with any of their Participants, customers, vendors, agents, or representatives. (b) “Customer(s)” means an existing customer (person or entity) of the Company that Participant, directly or indirectly (e.g., through employees whom Participant supervised), called upon, solicited, or worked with at any time during the twelve (12) month period prior to Participant’s last day of employment or service with the Company.


A-3 (c) For purposes of this RC Agreement, the business of the Company is as follows: (i) If Participant was employed with or provided services to ADT LLC at any time during the twelve (12) months immediately preceding termination of employment or services, then the business of the Company is to sell, install, monitor and/or maintain security, fire, life safety and automation equipment and services for residential and small business premises, including burglar alarm systems, security cameras, home automation and access control systems, as well as intrusion, temperature, flood, fire, smoke, carbon monoxide, emergency, medical alert and fall detection monitoring and response services. (ii) If Participant was employed with or providing services to ADT Commercial LLC at any time during the twelve (12) months immediately preceding termination of employment or services, then the business of the Company is to sell, install, monitor and/or maintain security, fire, and life safety services and to provide risk consulting solutions for commercial, governmental and other institutional settings, including burglar alarm systems, security cameras, and fire suppression and access control systems, as well as response services. (iii) If Participant was employed with or providing services to both ADT LLC and ADT Commercial LLC at any time during the twelve (12) months immediately preceding termination of employment or services, either simultaneously or at different times during that time period, then the business of the Company is both the definitions set forth in sections 1(c)(i) and (ii) above. (iv) Participant acknowledges that Participant is familiar with the business of the Company sufficiently to understand the nature of the Company’s business and that no further definition of the business of the Company is necessary. (d) “Restricted Territory” is defined as follows: (i) If Participant last worked for or provided services to the Company in Louisiana, “Restricted Territory” means any of the following Parishes in Louisiana: Plaquemines, Jefferson, St. Bernard, Orleans, St. Charles, St. John the Baptist, St. James, Lafourche, Terrebonne, St. Tammany, St. Mary, Assumption, Ascension, Livingston, Tangipahoa, Washington, St. Helen, East Feliciana, West Feliciana, East Baton Rouge, West Baton Rouge, Iberville, Pointe Coupee, Iberia, Vermilion, Lafayette, St. Martin, Acadia, St. Landry, Jefferson Davis, Cameron, Calcasieu, Beauregard, Allen, Evangeline, Avoyelles, Rapides, Vernon, Concordia, Catahoula, LaSalle, Grant, Natchitoches, Sabine, DeSoto, Red River, Winn, Catahoula, Tensas, Franklin, Madison, Richland, Ouachita, Jackson, Bienville, Lincoln, Caddo, Bossier, Webster, Claiborne, Union, Morehouse, West Carrol, East Carrol. (ii) If Participant last worked for or provided services to the Company in South Dakota or any other state, territory or District, “Restricted Territory” means the geographic area or areas for which Employee was responsible at any time during the twelve (12) months immediately preceding Employee’s termination of employment with the Company. A-4 (e) Participant acknowledges that as a result of Participant’s employment or service with the Company, Participant will be acting as a representative of the Company and will be using the Company’s assets and resources, and will be benefiting from the Company’s goodwill, name recognition, reputation, and experience in regard to these Customers, and Participant will gain Confidential Information about Company Customers, and consequently, the covenants set forth above are reasonable and necessary to protect the Company’s legitimate business interests. Participant agrees that the covenants in this paragraph will apply to all Customers as defined above, even if the identity of certain Customers of the Company may be publicly known, and even if Participant knew or had previous dealings with one or more such Customers prior to Participant’s employment with the Company. 4. Injunctive Relief; Expedited Discovery (a) In the event that Participant breaches or threatens to breach, or the Company reasonably believes Participant is about to breach, any of the restrictive covenants in this RC Agreement, the Company will be entitled to injunctive relief, in addition to any other rights or remedies to which the Company may be entitled in law or equity. Participant agrees that the Company will suffer immediate and irreparable harm and that money damages will not be adequate to compensate the Company or to preserve the status quo. Therefore, Participant consents to the issuance of a temporary restraining order and other injunctive relief necessary to enforce this RC Agreement. (b) Participant agrees that the duration of any injunction shall be increased in an amount equal to any period of time during which Participant failed to comply with the covenants contained in this RC Agreement, but in no event longer than 24 months from the date of Participant’s termination of employment of services with the Company. (c) Participant and the Company agree that any application for temporary restraining order and/or temporary or preliminary injunctive relief shall be adjudicated exclusively in a court of competent jurisdiction, even if Participant and the Company are parties to an arbitration agreement that otherwise includes disputes under this RC Agreement. Participant agrees that the injunctive relief to which Participant consents hereinabove, under the circumstances addressed in this section, shall be granted by a court of competent jurisdiction pending arbitration on the merits in order to preserve the status quo pending such arbitration. 5. Notice of Restrictive Covenants Participant agrees that Participant will tell any prospective new employer, partner in a business venture, investors and/or any entity seeking to engage Participant’s services, prior to accepting employment, engagement as a consultant or contractor, or engaging in a business venture, that this RC Agreement exists. Participant agrees to provide a true and correct copy of this RC Agreement to any such individual or entity prior to accepting any such employment or entering into any such engagement or business venture. Participant further authorizes the Company to provide a copy of this RC Agreement to any such entity(ies) or individual(s). A-5 6. Modification & Severability If any section, provision, paragraph, phrase, word, and/or line (collectively “Provision”) of this RC Agreement is held to be unenforceable, then the invalidity or unenforceability of any Provision of this RC Agreement shall not affect the validity or enforceability of the remaining Provisions, which shall be enforced as if the offending Provision had not been included in this RC Agreement. It is the intention of the parties that, if any court or other tribunal construes any provision or clause of this RC Agreement, or any portion thereof, to be illegal, void or unenforceable because of the duration of such provision or the area or matter covered thereby, such court shall reduce the duration, area, or matter of such provision to the extent permitted by law, and, in its reduced form, such provision shall then be enforceable and shall be enforced. 7. Choice of Law, Jurisdiction & Venue This RC Agreement will be governed by, construed, interpreted, and its validity determined under the law of the State, District or Territory of the United States in which Participant last worked or provided services for the Company, without regard to such jurisdiction’s conflicts of laws principles. Such law shall govern regardless of the court or arbitration forum in which a dispute may be adjudicated. 8. Binding Effect & Assignability This RC Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors, assigns, affiliated entities, and any party-in-interest. Participant agrees that, should the Company be acquired by, merge with, or otherwise combine with another corporation or business entity, the surviving entity will have all rights to enforce the terms of this RC Agreement as if it were the Company itself enforcing the RC Agreement. Participant further agrees that the Company may assign, and hereby consents to assignment of, this RC Agreement to any affiliate of the Company. Participant agrees that such an assignment is deemed to have been made without any further documentation in the event Participant moves from employment or services with one Company affiliate to another. 9. Attorneys’ Fees & Acknowledgements Participant and the Company agree that in any legal proceeding to enforce this RC Agreement, the prevailing party shall be entitled to reimbursement of its actual costs and expenses, including without limitation reasonable attorneys’ fees, costs, and disbursements. Participant acknowledges and understands that the Company hereby advises that Participant should consult with an attorney prior to entering into the RC Agreement. Participant’s signature to the 2018 Omnibus Incentive Plan Award Agreement, to which this RC Agreement is an exhibit, constitutes Participant’s acceptance of and agreement to A-6 comply in full with this RC Agreement, as set forth on the signature page to the 2018 Omnibus Incentive Plan Award Agreement.


V15 – IL Version A-1 Exhibit A to ADT, Inc. 2018 Omnibus Incentive Plan Award Agreement RESTRICTIVE COVENANT AGREEMENT By accepting the grant of equity hereunder, in addition to any other representations, warranties, and covenants set forth this Restrictive Covenant Agreement (“RC Agreement”), the Omnibus Incentive Plan Participant (the “Participant”) agrees to be subject to and comply with the following covenants. For purposes of this RC Agreement, “the Company” includes ADT Inc. and its Subsidiaries and Affiliates. 1. Confidentiality (a) Participant hereby agrees that during Participant’s employment or service with the Company, and thereafter, Participant will not use or disclose “Confidential Information” related to any business of the Company. (b) As used in this RC Agreement, “Confidential Information” means any information or material, not generally known to the public, which may include, for example and without limitation, information and materials, in spoken, printed, electronic, or any other form or medium, relating or pertaining to the Company’s finances, accounting, business plans, strategic plans, personnel and management, development and projects, marketing plans, sales, products and services, pricing or pricing strategies, customer names and addresses and price lists, customer or prospective customer lists, other customer information (including, without limitation, customer methods of operation, requirements, preferences and history of dealings with the Company), vendor lists, vendor information (including, without limitation, their history of dealings with the Company), Participant files, skills, performance and qualifications of the Company’s personnel, other confidential information and trade secrets, secret formulations, techniques, methods, processes, technical information, inventions (whether patented or unpatented), copyrights, know-how, algorithms, computer programs, computer codes and related documentation, processes, research, development, licenses, permits, and compilations of any of the foregoing information relating to the actual or anticipated business of the Company, and confidential information of third parties which is given to the Company pursuant to an obligation or agreement to keep such information confidential. “Confidential Information” does not include information regarding Participants’ terms and conditions of employment or other rights protected under the National Labor Relations Act. (c) Permitted Disclosures: Notwithstanding anything to the contrary in this Agreement, pursuant to United States federal law as set forth in 18 USC Section 1833(b), Participant understands that Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of any Confidential Information that is a trade secret that is made: (1) confidentially to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (2) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant files a lawsuit for retaliation by Employer for reporting a suspected violation of law, Participant may disclose such trade secrets to Participant’s attorney and use the trade secret information in related court proceedings, A-2 provided that Participant files any document containing the trade secret information under seal and does not disclose the trade secret, except pursuant to court order. 2. Non-Solicitation Covenant – ADT Personnel (a) Provided that Participant presently meets the statutory wage threshold set forth in Section 4 below, Participant agrees that, during Participant’s employment or service with the Company and for the greater of (a) the period commencing with the date of the Participant’s Retirement from employment or service through the final Vesting Date, or (b) the two (2) year period after separation of Participant’s employment or service with the Company (the “Non- Solicit Period”), Participant will not, directly or indirectly, on Participant’s own behalf or on behalf of another: (i) solicit, recruit, aid, or induce any Company Personnel to leave their employment with the Company in order to accept employment with or render services to another person or entity unaffiliated with the Company, or knowingly take any action to assist or aid any other person or entity in identifying, soliciting, recruiting, inducing or hiring any such Company Personnel; or (ii) otherwise interfere with the relationship of the Company with any Company Personnel. (b) Participant agrees that during the Non-Solicit Period, Participant shall not, directly or indirectly, engage in any conduct intended or reasonably calculated to induce or urge any Participant or contractor of the Company to discontinue, in whole or in part, his/her employment relationship or engagement with the Company. (c) “Company Personnel” means any person who was employed by the Company during the twenty-four (24) month period prior to Participant’s last day of employment or service with the Company, (i) with whom Participant had direct contact for business purposes, or (ii) whom Participant knew about because of Participant’s access to the Company’s Confidential Information or trade secrets. 3. Non-Solicitation Covenant – Customer (a) Provided that Participant presently meets the statutory wage threshold set forth in Section 4 below, Participant agrees that, during Participant’s employment or service with the Company, and during the Non-Solicit Period, Participant will not directly or indirectly, on Participant’s own behalf or on behalf of another: (i) solicit, aid, or induce any Customer of the Company to purchase goods or services then sold by the Company from another person or entity, or assist or aid any other persons or entity in identifying or soliciting any such Customer(s); or (ii) initiate any contact or communication with any Customer regarding any new employment or business affiliation Participant may accept or be intending to accept following separation of Participant’s employment with the Company; or A-3 (iii) otherwise interfere with the relationship of the Company with any of their Participants, customers, vendors, agents, or representatives. (b) “Customer(s)” means a customer (person or entity) of the Company that Participant, directly or indirectly (e.g., through employees whom Participant supervised), called upon, solicited, worked with, or became acquainted with at any time during the twenty-four (24) month period prior to Participant’s last day of employment or service with the Company. (c) Participant acknowledges that as a result of Participant’s employment or service with the Company, Participant will be acting as a representative of the Company and will be using the Company’s assets and resources, and will be benefiting from the Company’s goodwill, name recognition, reputation, and experience in regard to these Customers, and Participant will gain Confidential Information about Company Customers, and consequently, the covenants set forth above are reasonable and necessary to protect the Company’s legitimate business interests. Participant agrees that the covenants in this paragraph will apply to all Customers as defined above, even if the identity of certain Customers of the Company may be publicly known, and even if Participant knew or had previous dealings with one or more such Customers prior to Participant’s employment with the Company. 4. Statutory Wage Threshold for Non-Solicitation Clauses; Attorney Review; 14 Days to Review RC Agreement (a) The non-solicitation clauses set forth in Sections 2 and 3 above do not apply to Participant unless, as of the time of execution of this RC Agreement, Participant’s actual or expected annualized rate of earnings with the Company exceed Forty-five thousand dollars ($45,000) per year (or such other amount as may later be established by subsequent statutory modifications) (hereinafter the “Wage Threshold”). If Participant does not meet with Wage Threshold, then Sections 2 and 3 of this RC Agreement are of no force or effect as to Participant. (b) The Company advises Participant to have this RC Agreement reviewed by an attorney of Participant’s own choosing to receive legal advice about the RC Agreement prior to Participant signing the RC Agreement. (c) Participant acknowledges and agrees that Participant received at least 14 days to review this RC Agreement before Participant was required to sign the RC Agreement, although Participant may choose to sign in fewer than 14 days. 5. Injunctive Relief; Expedited Discovery (a) In the event that Participant breaches or threatens to breach, or the Company reasonably believes Participant is about to breach, any of the restrictive covenants in this RC Agreement, the Company will be entitled to injunctive relief, in addition to any other rights or remedies to which the Company may be entitled in law or equity. Participant agrees that the Company will suffer immediate and irreparable harm and that money damages will not be adequate to compensate the Company or to preserve the status quo. Therefore, Participant consents to the issuance of a temporary restraining order and other injunctive relief necessary to enforce this RC Agreement. A-4 (b) Participant agrees that the duration of any injunction shall be increased in an amount equal to any period of time during which Participant failed to comply with the covenants contained in this RC Agreement. (c) Participant and the Company agree that any application for temporary restraining order and/or temporary or preliminary injunctive relief shall be adjudicated exclusively in a court of competent jurisdiction, even if Participant and the Company are parties to an arbitration agreement that otherwise includes disputes under this RC Agreement. Participant agrees that the injunctive relief to which Participant consents hereinabove, under the circumstances addressed in this section, shall be granted by a court of competent jurisdiction pending arbitration on the merits in order to preserve the status quo pending such arbitration. 6. Notice of Restrictive Covenants Participant agrees that Participant will tell any prospective new employer, partner in a business venture, investors and/or any entity seeking to engage Participant’s services, prior to accepting employment, engagement as a consultant or contractor, or engaging in a business venture, that this RC Agreement exists. Participant agrees to provide a true and correct copy of this RC Agreement to any such individual or entity prior to accepting any such employment or entering into any such engagement or business venture. Participant further authorizes the Company to provide a copy of this RC Agreement to any such entity(ies) or individual(s). 7. Modification & Severability If any section, provision, paragraph, phrase, word, and/or line (collectively “Provision”) of this RC Agreement is held to be unenforceable, then this RC Agreement will be deemed amended to the extent necessary to render the otherwise unenforceable Provision, and the rest of this RC Agreement, valid and enforceable. If a court or arbitrator declines to amend this RC Agreement as provided herein, the invalidity or unenforceability of any Provision of this RC Agreement shall not affect the validity or enforceability of the remaining Provisions, which shall be enforced as if the offending Provision had not been included in this RC Agreement. 8. Choice of Law, Jurisdiction & Venue This RC Agreement will be governed by, construed, interpreted, and its validity determined under the law of the State, District or Territory of the United States in which Participant last worked or provided services for the Company, without regard to such jurisdiction’s conflicts of laws principles. Such law shall govern regardless of the court or arbitration forum in which a dispute may be adjudicated. 9. Binding Effect & Assignability This RC Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors, assigns, affiliated entities, and any party-in-interest. Participant agrees that, should the Company be acquired by, merge with, or otherwise combine with another corporation or business entity, the surviving entity will have all rights to enforce the terms of this RC Agreement as if it were the Company itself enforcing


A-5 the RC Agreement. Participant further agrees that the Company may assign, and hereby consents to assignment of, this RC Agreement to any affiliate of the Company. Participant agrees that such an assignment is deemed to have been made without any further documentation in the event Participant moves from employment or services with one Company affiliate to another. 10. Attorneys’ Fees & Acknowledgements Participant and the Company agree that in any legal proceeding to enforce this RC Agreement, the prevailing party shall be entitled to reimbursement of its actual costs and expenses, including without limitation reasonable attorneys’ fees, costs, and disbursements. Participant acknowledges and understands that the Company hereby advises that Participant should consult with an attorney prior to entering into the RC Agreement. Participant’s signature to the 2018 Omnibus Incentive Plan Award Agreement, to which this RC Agreement is an exhibit, constitutes Participant’s acceptance of and agreement to comply in full with this RC Agreement, as set forth on the signature page to the 2018 Omnibus Incentive Plan Award Agreement. V16 – OK Version A-1 Exhibit A to ADT, Inc. 2018 Omnibus Incentive Plan Award Agreement RESTRICTIVE COVENANT AGREEMENT By accepting the grant of equity hereunder, in addition to any other representations, warranties, and covenants set forth this Restrictive Covenant Agreement (“RC Agreement”), the Omnibus Incentive Plan Participant (the “Participant”) agrees to be subject to and comply with the following covenants. For purposes of this RC Agreement, “the Company” includes ADT Inc. and its Subsidiaries and Affiliates. 1. Confidentiality (a) Participant hereby agrees that during Participant’s employment or service with the Company, and thereafter, Participant will not use or disclose “Confidential Information” related to any business of the Company. (b) As used in this RC Agreement, “Confidential Information” means any information or material, not generally known to the public, which may include, for example and without limitation, information and materials, in spoken, printed, electronic, or any other form or medium, relating or pertaining to the Company’s finances, accounting, business plans, strategic plans, personnel and management, development and projects, marketing plans, sales, products and services, pricing or pricing strategies, customer names and addresses and price lists, customer or prospective customer lists, other customer information (including, without limitation, customer methods of operation, requirements, preferences and history of dealings with the Company), vendor lists, vendor information (including, without limitation, their history of dealings with the Company), Participant files, skills, performance and qualifications of the Company’s personnel, other confidential information and trade secrets, secret formulations, techniques, methods, processes, technical information, inventions (whether patented or unpatented), copyrights, know-how, algorithms, computer programs, computer codes and related documentation, processes, research, development, licenses, permits, and compilations of any of the foregoing information relating to the actual or anticipated business of the Company, and confidential information of third parties which is given to the Company pursuant to an obligation or agreement to keep such information confidential. “Confidential Information” does not include information regarding Participants’ terms and conditions of employment or other rights protected under the National Labor Relations Act. (c) Permitted Disclosures: Notwithstanding anything to the contrary in this Agreement, pursuant to United States federal law as set forth in 18 USC Section 1833(b), Participant understands that Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of any Confidential Information that is a trade secret that is made: (1) confidentially to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (2) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant files a lawsuit for retaliation by Employer for reporting a suspected violation of law, Participant may disclose such trade secrets to Participant’s attorney and use the trade secret information in related court proceedings, A-2 provided that Participant files any document containing the trade secret information under seal and does not disclose the trade secret, except pursuant to court order. 2. Non-Solicitation Covenant – ADT Personnel (a) Participant agrees that, during Participant’s employment or service with the Company and for the greater of (a) the period commencing with the date of the Participant’s Retirement from employment or service through the final Vesting Date, or (b) the two (2) year period after separation of Participant’s employment or service with the Company (the “Non- Solicit Period”), Participant will not, directly or indirectly, on Participant’s own behalf or on behalf of another solicit any Company Personnel to leave their employment with the Company in order to accept employment with or render services to another person or entity unaffiliated with the Company, or knowingly take any action to assist or aid any other person or entity in soliciting any such Company Personnel. (b) “Company Personnel” means any person who was employed by the Company during the twenty-four (24) month period prior to Participant’s last day of employment or service with the Company and either (i) with whom Participant had direct contact for business purposes, or (ii) whom Participant knew about because of Participant’s access to the Company’s Confidential Information or trade secrets. 3. Non-Solicitation Covenant – Customer (a) Participant agrees that during the Non-Solicit Period, Participant will not directly solicit any Customer of the Company to purchase goods or services, or a combination of goods and services, then sold by the Company from another person or entity. (b) “Customer(s)” means an established customer (person or entity) of the Company that Participant, directly or indirectly (e.g., through employees whom Participant supervised), called upon, solicited, worked with, or became acquainted with at any time during the twenty- four (24) month period prior to Participant’s last day of employment or service with the Company. (c) Participant acknowledges that as a result of Participant’s employment or service with the Company, Participant will be acting as a representative of the Company and will be using the Company’s assets and resources, and will be benefiting from the Company’s goodwill, name recognition, reputation, and experience in regard to these Customers, and Participant will gain Confidential Information about Company Customers, and consequently, the covenants set forth above are reasonable and necessary to protect the Company’s legitimate business interests. 4. Injunctive Relief; Expedited Discovery (a) In the event that Participant breaches or threatens to breach, or the Company reasonably believes Participant is about to breach, any of the restrictive covenants in this RC Agreement, the Company will be entitled to injunctive relief, in addition to any other rights or remedies to which the Company may be entitled in law or equity. Participant agrees that the Company will suffer immediate and irreparable harm and that money damages will not be A-3 adequate to compensate the Company or to preserve the status quo. Therefore, Participant consents to the issuance of a temporary restraining order and other injunctive relief necessary to enforce this RC Agreement. (b) Participant agrees that the duration of any injunction shall be increased in an amount equal to any period of time during which Participant failed to comply with the covenants contained in this RC Agreement. (c) Participant and the Company agree that any application for temporary restraining order and/or temporary or preliminary injunctive relief shall be adjudicated exclusively in a court of competent jurisdiction, even if Participant and the Company are parties to an arbitration agreement that otherwise includes disputes under this RC Agreement. Participant agrees that the injunctive relief to which Participant consents hereinabove, under the circumstances addressed in this section, shall be granted by a court of competent jurisdiction pending arbitration on the merits in order to preserve the status quo pending such arbitration. 5. Notice of Restrictive Covenants Participant agrees that Participant will tell any prospective new employer, partner in a business venture, investors and/or any entity seeking to engage Participant’s services, prior to accepting employment, engagement as a consultant or contractor, or engaging in a business venture, that this RC Agreement exists. Participant agrees to provide a true and correct copy of this RC Agreement to any such individual or entity prior to accepting any such employment or entering into any such engagement or business venture. Participant further authorizes the Company to provide a copy of this RC Agreement to any such entity(ies) or individual(s). 6. Modification & Severability If any section, provision, paragraph, phrase, word, and/or line (collectively “Provision”) of this RC Agreement is held to be unenforceable, then this RC Agreement will be deemed amended to the extent necessary to render the otherwise unenforceable Provision, and the rest of this RC Agreement, valid and enforceable. If a court or arbitrator declines to amend this RC Agreement as provided herein, the invalidity or unenforceability of any Provision of this RC Agreement shall not affect the validity or enforceability of the remaining Provisions, which shall be enforced as if the offending Provision had not been included in this RC Agreement. 7. Choice of Law, Jurisdiction & Venue This RC Agreement will be governed by, construed, interpreted, and its validity determined under the law of the State, District or Territory of the United States in which Participant last worked or provided services for the Company, without regard to such jurisdiction’s conflicts of laws principles. Such law shall govern regardless of the court or arbitration forum in which a dispute may be adjudicated.


A-4 8. Binding Effect & Assignability This RC Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors, assigns, affiliated entities, and any party-in-interest. Participant agrees that, should the Company be acquired by, merge with, or otherwise combine with another corporation or business entity, the surviving entity will have all rights to enforce the terms of this RC Agreement as if it were the Company itself enforcing the RC Agreement. Participant further agrees that the Company may assign, and hereby consents to assignment of, this RC Agreement to any affiliate of the Company. Participant agrees that such an assignment is deemed to have been made without any further documentation in the event Participant moves from employment or services with one Company affiliate to another. 9. Attorneys’ Fees & Acknowledgements Participant and the Company agree that in any legal proceeding to enforce this RC Agreement, the prevailing party shall be entitled to reimbursement of its actual costs and expenses, including without limitation reasonable attorneys’ fees, costs, and disbursements. Participant acknowledges and understands that the Company hereby advises that Participant should consult with an attorney prior to entering into the RC Agreement. Participant’s signature to the 2018 Omnibus Incentive Plan Award Agreement, to which this RC Agreement is an exhibit, constitutes Participant’s acceptance of and agreement to comply in full with this RC Agreement, as set forth on the signature page to the 2018 Omnibus Incentive Plan Award Agreement. A-1 Exhibit A to ADT, Inc. 2018 Omnibus Incentive Plan Award Agreement RESTRICTIVE COVENANT AGREEMENT By accepting the grant of equity hereunder, in addition to any other representations, warranties, and covenants set forth this Restrictive Covenant Agreement (“RC Agreement”), the Omnibus Incentive Plan Participant (the “Participant”) agrees to be subject to and comply with the following covenants. For purposes of this RC Agreement, “the Company” includes ADT Inc. and its Subsidiaries and Affiliates. 1. Confidentiality (a) Participant hereby agrees that during Participant’s employment or service with the Company, and thereafter, Participant will not use or disclose “Confidential Information” related to any business of the Company. (b) As used in this RC Agreement, “Confidential Information” means any information or material, not generally known to the public, which may include, for example and without limitation, information and materials, in spoken, printed, electronic, or any other form or medium, relating or pertaining to the Company’s finances, accounting, business plans, strategic plans, personnel and management, development and projects, marketing plans, sales, products and services, pricing or pricing strategies, customer names and addresses and price lists, customer or prospective customer lists, other customer information (including, without limitation, customer methods of operation, requirements, preferences and history of dealings with the Company), vendor lists, vendor information (including, without limitation, their history of dealings with the Company), Participant files, skills, performance and qualifications of the Company’s personnel, other confidential information and trade secrets, secret formulations, techniques, methods, processes, technical information, inventions (whether patented or unpatented), copyrights, know-how, algorithms, computer programs, computer codes and related documentation, processes, research, development, licenses, permits, and compilations of any of the foregoing information relating to the actual or anticipated business of the Company, and confidential information of third parties which is given to the Company pursuant to an obligation or agreement to keep such information confidential. “Confidential Information” does not include information regarding Participants’ terms and conditions of employment or other rights protected under the National Labor Relations Act. (c) Permitted Disclosures: Notwithstanding anything to the contrary in this Agreement, pursuant to United States federal law as set forth in 18 USC Section 1833(b), Participant understands that Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of any Confidential Information that is a trade secret that is made: (1) confidentially to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (2) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant files a lawsuit for retaliation by Employer for reporting a suspected violation of law, Participant may disclose such trade secrets to Participant’s attorney and use the trade secret information in related court proceedings, A-2 provided that Participant files any document containing the trade secret information under seal and does not disclose the trade secret, except pursuant to court order. 2. Non-Solicitation Covenant – ADT Personnel (a) Participant agrees that, during Participant’s employment or service with the Company and for the greater of (a) the period commencing with the date of the Participant’s Retirement from employment or service through the final Vesting Date, or (b) the two (2) year period after separation of Participant’s employment or service with the Company, Participant will not, directly or indirectly, on Participant’s own behalf or on behalf of another, hire or employ any agent, servant or employee of the Company who holds a position uniquely essential to the management, organization, or service of the business of the Company. 3. Non-Solicitation Covenant – Customer (a) Participant agrees that, during Participant’s employment or service with the Company, and during the 18-month period after separation of Employee’s employment with the Company, Participant will not directly or indirectly, on Participant’s own behalf or on behalf of another, solicit any Customer of the Company to purchase goods or services then sold by the Company from another person or entity, or assist or aid any other persons or entity in soliciting any such Customer(s), so long as the Company carries on a like business. (b) “Customer(s)” means a current customer (person or entity) of the Company that Participant, directly or indirectly (e.g., through employees whom Participant supervised), called upon, solicited, worked with, or became acquainted with at any time during the twenty-four (24) month period prior to Participant’s last day of employment or service with the Company. (c) Participant acknowledges that as a result of Participant’s employment or service with the Company, Participant will be acting as a representative of the Company and will be using the Company’s assets and resources, and will be benefiting from the Company’s goodwill, name recognition, reputation, and experience in regard to these Customers, and Participant will gain Confidential Information about Company Customers, and consequently, the covenants set forth above are reasonable and necessary to protect the Company’s legitimate business interests. Participant agrees that the covenants in this paragraph will apply to all Customers as defined above, even if the identity of certain Customers of the Company may be publicly known, and even if Participant knew or had previous dealings with one or more such Customers prior to Participant’s employment with the Company. 4. Injunctive Relief; Expedited Discovery (a) In the event that Participant breaches or threatens to breach, or the Company reasonably believes Participant is about to breach, any of the restrictive covenants in this RC Agreement, the Company will be entitled to injunctive relief, in addition to any other rights or remedies to which the Company may be entitled in law or equity. Participant agrees that the Company will suffer immediate and irreparable harm and that money damages will not be adequate to compensate the Company or to preserve the status quo. Therefore, Participant A-3 consents to the issuance of a temporary restraining order and other injunctive relief necessary to enforce this RC Agreement. (b) Participant agrees that the duration of any injunction shall be increased in an amount equal to any period of time during which Participant failed to comply with the covenants contained in this RC Agreement. (c) Participant and the Company agree that any application for temporary restraining order and/or temporary or preliminary injunctive relief shall be adjudicated exclusively in a court of competent jurisdiction, even if Participant and the Company are parties to an arbitration agreement that otherwise includes disputes under this RC Agreement. Participant agrees that the injunctive relief to which Participant consents hereinabove, under the circumstances addressed in this section, shall be granted by a court of competent jurisdiction pending arbitration on the merits in order to preserve the status quo pending such arbitration. 5. Notice of Restrictive Covenants Participant agrees that Participant will tell any prospective new employer, partner in a business venture, investors and/or any entity seeking to engage Participant’s services, prior to accepting employment, engagement as a consultant or contractor, or engaging in a business venture, that this RC Agreement exists. Participant agrees to provide a true and correct copy of this RC Agreement to any such individual or entity prior to accepting any such employment or entering into any such engagement or business venture. Participant further authorizes the Company to provide a copy of this RC Agreement to any such entity(ies) or individual(s). 6. Modification & Severability If any section, provision, paragraph, phrase, word, and/or line (collectively “Provision”) of this RC Agreement is held to be unenforceable, then this RC Agreement will be deemed amended to the extent necessary to render the otherwise unenforceable Provision, and the rest of this RC Agreement, valid and enforceable. If a court or arbitrator declines to amend this RC Agreement as provided herein, the invalidity or unenforceability of any Provision of this RC Agreement shall not affect the validity or enforceability of the remaining Provisions, which shall be enforced as if the offending Provision had not been included in this RC Agreement. 7. Choice of Law, Jurisdiction & Venue This RC Agreement will be governed by, construed, interpreted, and its validity determined under the law of the State, District or Territory of the United States in which Participant last worked or provided services for the Company, without regard to such jurisdiction’s conflicts of laws principles. Such law shall govern regardless of the court or arbitration forum in which a dispute may be adjudicated. 8. Binding Effect & Assignability This RC Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors, assigns, affiliated entities, and


A-4 any party-in-interest. Participant agrees that, should the Company be acquired by, merge with, or otherwise combine with another corporation or business entity, the surviving entity will have all rights to enforce the terms of this RC Agreement as if it were the Company itself enforcing the RC Agreement. Participant further agrees that the Company may assign, and hereby consents to assignment of, this RC Agreement to any affiliate of the Company. Participant agrees that such an assignment is deemed to have been made without any further documentation in the event Participant moves from employment or services with one Company affiliate to another. 9. Attorneys’ Fees & Acknowledgements Participant and the Company agree that in any legal proceeding to enforce this RC Agreement, the prevailing party shall be entitled to reimbursement of its actual costs and expenses, including without limitation reasonable attorneys’ fees, costs, and disbursements. Participant acknowledges and understands that the Company hereby advises that Participant should consult with an attorney prior to entering into the RC Agreement. Participant’s signature to the 2018 Omnibus Incentive Plan Award Agreement, to which this RC Agreement is an exhibit, constitutes Participant’s acceptance of and agreement to comply in full with this RC Agreement, as set forth on the signature page to the 2018 Omnibus Incentive Plan Award Agreement. V18 – CO Version A-1 Exhibit A to ADT, Inc. 2018 Omnibus Incentive Plan Award Agreement RESTRICTIVE COVENANT AGREEMENT By accepting the grant of equity hereunder, in addition to any other representations, warranties, and covenants set forth this Restrictive Covenant Agreement (“RC Agreement”), the Omnibus Incentive Plan Participant (the “Participant”) agrees to be subject to and comply with the following covenants. For purposes of this RC Agreement, “the Company” includes ADT Inc. and its Subsidiaries and Affiliates. 1. Confidentiality and Trade Secrets (a) Participant hereby agrees that during Participant’s employment or service with the Company, and thereafter, Participant will not use or disclose “Confidential Information” related to any business of the Company. (b) As used in this RC Agreement, “Confidential Information” means any information or material, not generally known to the public, which may include, for example and without limitation, information and materials, in spoken, printed, electronic, or any other form or medium, relating or pertaining to the Company’s finances, accounting, business plans, strategic plans, personnel and management, development and projects, marketing plans, sales, products and services, pricing or pricing strategies, customer names and addresses and price lists, customer or prospective customer lists, other customer information (including, without limitation, customer methods of operation, requirements, preferences and history of dealings with the Company), vendor lists, vendor information (including, without limitation, their history of dealings with the Company), Participant files, skills, performance and qualifications of the Company’s personnel, other confidential information and trade secrets, secret formulations, techniques, methods, processes, technical information, inventions (whether patented or unpatented), copyrights, know-how, algorithms, computer programs, computer codes and related documentation, processes, research, development, licenses, permits, and compilations of any of the foregoing information relating to the actual or anticipated business of the Company, and confidential information of third parties which is given to the Company pursuant to an obligation or agreement to keep such information confidential. “Confidential Information” does not include information regarding Participants’ terms and conditions of employment or other rights protected under the National Labor Relations Act. (c) Participant understands and agrees that Participant’s agreement not to use or disclose Confidential Information and trade secrets includes, but is not limited to, that Participant will not, directly or indirectly: (i) use Company trade secrets to identify or target existing customers for Participant’s own personal benefit or the benefit of any other firm or entity; (ii) use trade secrets to facilitate the solicitation, for Participant’s own personal benefit or the benefit of any other firm or entity, of any existing customers; and/or (iii) use trade secrets to otherwise unfairly compete with the Company. A-2 [[DMS:6312786v5:3/19/2024 10:04:14 AM (d) Permitted Disclosures. (i) Notwithstanding anything to the contrary in this Agreement, pursuant to United States federal law as set forth in 18 USC Section 1833(b), Participant understands that Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of any Confidential Information that is a trade secret that is made: (1) confidentially to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (2) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Participant files a lawsuit for retaliation by Employer for reporting a suspected violation of law, Participant may disclose such trade secrets to Participant’s attorney and use the trade secret information in related court proceedings, provided that Participant files any document containing the trade secret information under seal and does not disclose the trade secret, except pursuant to court order. (ii) The foregoing sections 1(a)-(c) will not apply to information that (i) arises from Participant’s general training, knowledge, skill, or expertise, whether gained on the job or otherwise; (ii) was known to the public prior to its disclosure to Participant; (iii) becomes known to the public subsequent to disclosure to Participant through no wrongful act of Participant or any representative of Participant; (iv) Participant has a right to disclose as legally protected conduct; or (v) Participant is required to disclose by applicable law, regulation or legal process (provided that Participant provides the Employer with prior notice of the contemplated disclosure and reasonably cooperates with the Employer at its expense in seeking a protective order or other appropriate protection of such information). Despite clauses (ii) and (iii) of the preceding sentence, Participant’s obligation to maintain such disclosed information in confidence will not terminate where only portions of the information are in the public domain. 2. Non-Solicitation Covenant – ADT Personnel (a) Participant agrees that, during Participant’s employment or service with the Company and for the greater of (a) the period commencing with the date of the Participant’s Retirement from employment or service through the final Vesting Date, or (b) the two (2) year period after separation of Participant’s employment or service with the Company (the “Non- Solicit Period”), Participant will not, directly or indirectly, on Participant’s own behalf or on behalf of another, solicit any Company Personnel to leave their employment with the Company. (b) “Company Personnel” means any person who was employed by the Company during the twenty-four (24) month period prior to Participant’s last day of employment or service with the Company, (i) with whom Participant had direct contact for business purposes, or (ii) whom Participant knew about because of Participant’s access to the Company’s Confidential Information or trade secrets. A-3 [[DMS:6312786v5:3/19/2024 10:04:14 AM 3. Injunctive Relief; Expedited Discovery (a) In the event that Participant breaches or threatens to breach, or the Company reasonably believes Participant is about to breach, any of the restrictive covenants in this RC Agreement, the Company will be entitled to injunctive relief, in addition to any other rights or remedies to which the Company may be entitled in law or equity. Participant agrees that the Company will suffer immediate and irreparable harm and that money damages will not be adequate to compensate the Company or to preserve the status quo. Therefore, Participant consents to the issuance of a temporary restraining order and other injunctive relief necessary to enforce this RC Agreement. (b) Participant agrees that the duration of any injunction shall be increased in an amount equal to any period of time during which Participant failed to comply with the covenants contained in this RC Agreement. (c) Participant and the Company agree that any application for temporary restraining order and/or temporary or preliminary injunctive relief shall be adjudicated exclusively in a court of competent jurisdiction, even if Participant and the Company are parties to an arbitration agreement that otherwise includes disputes under this RC Agreement. Participant agrees that the injunctive relief to which Participant consents hereinabove, under the circumstances addressed in this section, shall be granted by a court of competent jurisdiction pending arbitration on the merits in order to preserve the status quo pending such arbitration. 4. Notice of Restrictive Covenants Participant agrees that Participant will tell any prospective new employer, partner in a business venture, investors and/or any entity seeking to engage Participant’s services, prior to accepting employment, engagement as a consultant or contractor, or engaging in a business venture, that this RC Agreement exists. Participant agrees to provide a true and correct copy of this RC Agreement to any such individual or entity prior to accepting any such employment or entering into any such engagement or business venture. Participant further authorizes the Company to provide a copy of this RC Agreement to any such entity(ies) or individual(s). 5. Modification & Severability If any section, provision, paragraph, phrase, word, and/or line (collectively “Provision”) of this RC Agreement is held to be unenforceable, then this RC Agreement will be deemed amended to the extent necessary to render the otherwise unenforceable Provision, and the rest of this RC Agreement, valid and enforceable. If a court or arbitrator declines to amend this RC Agreement as provided herein, the invalidity or unenforceability of any Provision of this RC Agreement shall not affect the validity or enforceability of the remaining Provisions, which shall be enforced as if the offending Provision had not been included in this RC Agreement. 6. Choice of Law, Jurisdiction & Venue This RC Agreement will be governed by, construed, interpreted, and its validity determined under the law of the State, District or Territory of the United States in which


A-4 [[DMS:6312786v5:3/19/2024 10:04:14 AM Participant last worked or provided services for the Company, without regard to such jurisdiction’s conflicts of laws principles. Such law shall govern regardless of the court or arbitration forum in which a dispute may be adjudicated. 7. Binding Effect & Assignability This RC Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors, assigns, affiliated entities, and any party-in-interest. Participant agrees that, should the Company be acquired by, merge with, or otherwise combine with another corporation or business entity, the surviving entity will have all rights to enforce the terms of this RC Agreement as if it were the Company itself enforcing the RC Agreement. Participant further agrees that the Company may assign, and hereby consents to assignment of, this RC Agreement to any affiliate of the Company. Participant agrees that such an assignment is deemed to have been made without any further documentation in the event Participant moves from employment or services with one Company affiliate to another. 8. Attorneys’ Fees & Acknowledgements Participant and the Company agree that in any legal proceeding to enforce this RC Agreement, the prevailing party shall be entitled to reimbursement of its actual costs and expenses, including without limitation reasonable attorneys’ fees, costs, and disbursements. Participant acknowledges and understands that the Company hereby advises that Participant should consult with an attorney prior to entering into the RC Agreement. Participant’s signature to the 2018 Omnibus Incentive Plan Award Agreement, to which this RC Agreement is an exhibit, constitutes Participant’s acceptance of and agreement to comply in full with this RC Agreement, as set forth on the signature page to the 2018 Omnibus Incentive Plan Award Agreement.