A-3(Iv)參加者確認參加者對本公司的業務十分熟悉,足以理解本公司的業務性質,無須對本公司的業務作出進一步的定義。(D)“受限地區”的定義如下:(I)如果參與者最後一次在路易斯安那州為公司工作或向公司提供服務,“受限地區”是指路易斯安那州的以下任何教區:普萊克明斯、傑斐遜、聖伯納德、奧爾良、聖查爾斯、聖約翰浸信會、聖詹姆斯、拉福什、特雷波恩、聖塔瑪尼、聖瑪麗、假設、阿森鬆、利文斯頓、坦吉帕霍亞、華盛頓、聖海倫、東費利西亞納、西費利西亞納、東巴吞魯日、西巴吞魯日、伊伯維爾、波因特庫佩、伊比利亞、朱利翁、拉斐特、馬丁、阿卡迪亞、聖瑪麗、阿森鬆、利文斯頓、坦吉帕霍亞、華盛頓、聖海倫、東費利西亞納、西費利西亞納、東巴吞魯日、西巴吞魯日、伊伯利亞、朱利翁、拉斐特、聖馬丁、阿卡迪亞、聖瑪麗、阿森鬆、利文斯頓、坦帕霍亞、華盛頓、聖海倫、東費利西亞納、西費利西亞納、東巴吞魯日、伊伯利亞、朱利翁、拉斐特、馬丁、阿卡迪亞、聖瑪麗聖蘭德里、傑斐遜·戴維斯、卡梅倫、卡爾卡西厄、博雷德、艾倫、伊萬傑琳、阿沃耶爾、拉皮德斯、弗農、康科迪亞、卡塔胡拉、拉沙爾、格蘭特、納奇託奇、薩賓、德索托、紅河、温恩、卡塔胡拉、坦薩斯、富蘭克林、麥迪遜、裏奇蘭、瓦奇塔、傑克遜、比恩維爾、林肯、卡多、博西爾、韋伯斯特、克萊本、聯合、摩爾豪斯、西卡羅爾、東卡羅爾。(Ii)如果參與者最後一次在南達科他州或任何其他州、地區或地區為公司工作或向公司提供服務,“受限制地區”是指在緊接員工終止與公司的僱傭關係的十二(12)個月期間,員工負責的一個或多個地理區域。3.(B)參與者同意,在非邀請期內,參與者不得直接或間接從事任何旨在或合理地旨在誘使或促使公司的任何參與者或承包商全部或部分終止其與公司的僱傭關係或僱傭關係的行為。A-4(C)“公司人員”是指在參與者受僱或服務於公司的最後一天之前的十二(12)個月期間,因業務原因與公司有直接聯繫的任何受僱於公司的人員。4.非邀約-客户(A)參與者同意,在參與者受僱於公司或提供服務期間,以及在非邀請期內,參與者不會在限制區域內直接或間接代表參與者本人或代表另一人:(I)招攬、協助或誘使公司的任何客户從另一個人或實體購買公司當時銷售的商品或服務,或協助或協助任何其他個人或實體識別或招攬任何此類客户(S);或(Ii)以其他方式幹預公司與其任何參與者、客户、供應商、代理商或代表的關係。(B)“客户(S)”是指公司的現有客户(個人或實體),直接或間接(例如,例如,通過參與者在公司工作或服務的最後一天之前的十二(12)個月期間的任何時間)、拜訪、招攬或與之共事。(C)Participant承認,由於Participant受僱於本公司或為其提供服務,Participant將作為本公司的代表使用本公司的資產和資源,並將受益於本公司與這些客户有關的商譽、知名度、聲譽和經驗,Participant將獲得有關本公司客户的保密信息,因此,上述契約對於保護本公司的合法商業利益是合理和必要的。參與者同意本段中的契約將適用於上述定義的所有客户,即使公司的某些客户的身份可能為公眾所知,即使參與者在受僱於公司之前知道或曾與一個或多個此類客户打交道。5.禁令救濟;加速發現(A)如果參與者違反或威脅違反,或公司合理地相信參與者即將違反本RC協議中的任何限制性契諾,公司將有權獲得禁令救濟,以及公司在法律或衡平法上可能享有的任何其他權利或補救措施。參與者同意,公司將立即遭受不可挽回的損害,金錢損害不足以補償公司或維持現狀。因此,參與者同意發佈臨時限制令和其他強制令救濟,以執行本RC協議。(C)參與者和公司同意,任何臨時限制令和/或臨時或初步禁令救濟的申請應完全由具有司法管轄權的法院裁決,即使參與者和公司是仲裁協議的當事方,該協議還包括本《仲裁協議》項下的糾紛。參與者同意,在本節所述的情況下,參與者同意的上述禁制令救濟應由具有管轄權的法院批准,以等待對案情進行仲裁,以便在仲裁之前維持現狀。6.限制性契約通知參與者同意,參與者將在接受僱用、作為顧問或承包商聘用或參與商業企業之前,告知任何潛在的新僱主、商業企業的合作伙伴、投資者和/或任何尋求聘用參與者的服務的實體,本RC協議存在。參與者同意在接受任何此類僱傭或參與任何此類僱傭或商業活動之前,向任何此類個人或實體提供本RC協議的真實且正確的副本。參與者進一步授權本公司向任何此類實體或個人(S)提供本RC協議的副本。7.修改和可分割性如果本RC協議的任何部分、條款、段落、短語、詞語和/或行(統稱為“條款”)被認為是不可執行的,則本RC協議中任何條款的無效或不可執行性不應影響其餘條款的有效性或可執行性,這些條款應被強制執行,如同違規條款未包括在本RC協議中一樣。 8.法律、管轄權和地點的選擇本RC協議將受參與者最後一次為公司工作或提供服務的美國州、區或地區的法律管轄、解釋和解釋,其有效性取決於該州、區或地區的法律,而不考慮此類司法管轄區的法律衝突原則。不論爭議可在哪個法院或仲裁法庭進行裁決,均適用此種法律。9.有約束力和可轉讓性本協議對雙方及其各自的繼承人、個人代表、繼承人、受讓人、附屬實體和任何利害關係方具有約束力,並符合他們的利益。參與者同意,如果本公司被另一家公司或商業實體收購、合併或以其他方式合併,則尚存實體將有權執行本《RC協議》的條款,猶如本公司本身執行《RC協議》一樣。參與者進一步同意本公司可以轉讓,並在此同意將本RC協議轉讓給本公司的任何關聯公司。參與者同意,如果參與者從一家公司附屬公司的僱傭或服務轉移到另一家公司附屬公司,則此類轉讓被視為在沒有任何進一步文件的情況下進行。10.律師費和認可費參與者和公司同意,在執行本RC協議的任何法律程序中,勝訴方有權獲得其實際費用和開支的補償,包括但不限於合理的律師費、費用和支出。參賽者確認並理解本公司特此建議參賽者在簽訂RC協議之前諮詢律師。 [_____], 20[__]V9 - CO版本A-1 ADT,Inc.的附件A 2018年綜合激勵計劃獎勵協議限制性契約協議通過接受本限制性契約協議(“RC協議”)中規定的任何其他陳述、保證和契約外,綜合激勵計劃參與者(“參與者”)同意遵守並遵守以下契約。 就本RC協議而言,“公司”包括ADT Inc.及其子公司和附屬機構。 1.保密和商業祕密(a)參與者特此同意,在參與者受僱或為公司服務期間以及此後,參與者將不會使用或披露與公司任何業務相關的“機密信息”。“機密信息”不包括有關參與者的僱傭條款和條件或受《國家勞動關係法》保護的其他權利的信息。(C)參與者理解並同意,參與者同意不使用或披露保密信息和商業祕密,包括但不限於,該參與者將不會直接或間接:(I)使用公司商業祕密識別或鎖定現有客户,以獲取參與者個人利益或任何其他公司或實體的利益;(Ii)使用商業祕密為參與者個人利益或任何其他公司或實體的利益提供便利;和/或(Iii)使用商業祕密以其他方式與公司進行不公平競爭。(D)準許披露。A-2(I)儘管本協議有任何相反的規定,但根據USC第18條第1833(B)條規定的美國聯邦法律,參與者理解,參與者不應根據任何聯邦或州商業祕密法,因披露以下商業祕密而承擔刑事或民事責任:(1)直接或間接向聯邦、州或地方政府官員或律師保密,並僅出於舉報或調查涉嫌違法的目的;或(2)在訴訟或其他訴訟程序中提起的申訴或其他文件,如果是蓋章提出的。(Ii)上述第1(A)至(C)條不適用於以下信息:(I)參與者的一般培訓、知識、技能或專長,無論是否在工作中獲得;(Ii)在向參與者披露之前已為公眾所知;(Iii)參與者或參與者的任何代表在向參與者披露後為公眾所知;(Iv)參與者有權披露為受法律保護的行為;或(V)適用的法律、法規或法律程序要求參與者披露信息(前提是參與者向僱主提供關於計劃披露的事先通知,並在尋求保護令或對此類信息的其他適當保護方面與僱主合理合作,費用由僱主承擔)。儘管前一句第(Ii)和(Iii)款有所規定,但如果只有部分信息屬於公共領域,則參與者對披露的信息保密的義務不會終止。2. (b)參與者不提供此類服務的協議均適用,無論參與者是否以員工、所有者、合夥人、委託人、顧問、獨立承包商、顧問、代理人、官員、董事、投資者或股東的身份提供此類服務。 儘管有上述規定,參與者持有的構成上述第2(a)節所述競爭對手的上市公司發行股份少於1%,不應僅因擁有該等股份而被視為向該競爭對手提供服務。 3.非邀請函約定-ADT人員(A)參與者同意,在參與者受僱或服務於公司期間以及在(A)參與者從受僱或服務退休之日起至最終歸屬日期,或(B)參與者受僱或服務於公司後的兩(2)年期間(“非邀請期”)內,參與者不會直接或間接地為參與者本人或代表另一人招攬任何公司人員離開公司。(B)“公司人員”是指參與者在公司受僱或服務的最後一天之前二十四(24)個月內受僱於公司的任何人員,(I)參與者因業務目的與之有直接聯繫的人,或(Ii)參與者因接觸公司機密信息或商業祕密而知道的任何人。4.非邀約-客户(A)參與者同意,在參與者受僱於公司或為公司提供服務期間,以及在非邀請期內,參與者不會直接或間接地代表參與者本人或代表另一人,招攬、協助或誘使公司的任何客户從另一人或實體購買公司當時銷售的商品或服務,或協助或協助任何其他人或實體識別或招攬任何此類客户(S)。(B)“客户(S)”是指參與者直接或間接(例如,通過參與者監督的員工)在參與者受僱或服務於公司的最後一天之前的二十四(24)個月期間的任何時間,直接或間接(例如,通過參與者監督的員工)拜訪、招攬、與之共事或結識的公司客户(個人或實體)。5.禁令救濟;加速發現(A)如果參與者違反或威脅違反,或公司合理地相信參與者即將違反本RC A-4協議中的任何限制性契諾,公司將有權獲得禁令救濟,以及公司在法律或衡平法上有權享有的任何其他權利或補救措施。參與者同意,公司將立即遭受不可挽回的損害,金錢損害不足以補償公司或維持現狀。因此,參與者同意發佈臨時限制令和其他強制令救濟,以執行本RC協議。(B)參賽者同意任何禁制令的有效期應增加至與參賽者未能遵守本《康復會協議》所載契諾的任何期間相同的數額。(C)參與者和公司同意,任何臨時限制令和/或臨時或初步禁令救濟的申請應完全由具有司法管轄權的法院裁決,即使參與者和公司是仲裁協議的當事方,該協議還包括本《仲裁協議》項下的糾紛。參賽者同意,在本節所述情況下,參賽者同意的上述禁制令救濟應由有管轄權的法院給予,以待仲裁的是非曲直,以維持現狀,等待仲裁。6.參與者同意在接受任何此類僱傭或參與任何此類僱傭或商業活動之前,向任何此類個人或實體提供本RC協議的真實且正確的副本。參與者進一步授權本公司向任何此類實體或個人(S)提供本RC協議的副本。7.修改和可分割性如果本RC協議的任何部分、條款、段落、短語、詞語和/或行(統稱“條款”)被認為是不可執行的,則本RC協議將被視為進行了必要的修改,以使其他不可執行的條款和本RC協議的其餘部分有效和可執行。如果法院或仲裁員拒絕按照本協議的規定修改本協議,則本協議的任何條款的無效或不可執行性不應影響其餘條款的有效性或可執行性,這些條款應像違規條款未包括在本協議中一樣予以執行。8.法律、管轄權和地點的選擇本RC協議將受參與者最後一次為公司工作或提供服務的美國州、區或地區的法律管轄、解釋和解釋,並根據該州、區或地區的法律確定其有效性,而不考慮此類司法管轄區的法律衝突原則。不論爭議可在哪個法院或仲裁法庭進行裁決,均適用此種法律。[]本協議對雙方及其各自的繼承人、個人代表、繼承人、受讓人、附屬實體和任何利害關係方具有約束力,並符合他們的利益。參與者同意,如果本公司被另一家公司或商業實體收購、合併或以其他方式合併,則尚存實體將有權執行本《RC協議》的條款,猶如本公司本身執行《RC協議》一樣。參與者進一步同意本公司可以轉讓,並在此同意將本RC協議轉讓給本公司的任何關聯公司。參與者同意,如果參與者從一家公司附屬公司的僱傭或服務轉移到另一家公司附屬公司,則此類轉讓被視為在沒有任何進一步文件的情況下進行。10.律師費和認可費參與者和公司同意,在執行本RC協議的任何法律程序中,勝訴方有權獲得其實際費用和開支的補償,包括但不限於合理的律師費、費用和支出。參賽者確認並理解本公司特此建議參賽者在簽訂RC協議之前諮詢律師。參與者簽署2018年綜合激勵計劃獎勵協議,即表示參與者接受並同意完全遵守2018年綜合激勵計劃獎勵協議簽名頁中所述的本RC協議。V10-核心國家版本A-1 ADT,Inc.附件A 就本RC協議而言,“公司”包括ADT Inc.及其子公司和附屬機構。 1.保密(a)參與者特此同意,參與者在公司受僱或服務期間以及此後,不會使用或披露與公司任何業務相關的“保密信息”。“機密信息”不包括有關參與者的僱傭條款和條件或受《國家勞動關係法》保護的其他權利的信息。(C)允許的披露:儘管本協議有任何相反的規定,但根據USC第18條第1833(B)條規定的美國聯邦法律,參與者理解,參與者不應根據任何聯邦或州商業祕密法,因披露以下商業祕密而承擔刑事或民事責任:(1)直接或間接向聯邦、州或地方政府官員或律師保密,並僅出於舉報或調查涉嫌違法的目的;或(2)在訴訟或其他訴訟程序中提起的申訴或其他文件,如果是蓋章提出的。如果參與者因舉報涉嫌違法行為而向僱主提起報復訴訟,參與者可以向參與者的律師披露此類商業祕密,並在相關的法庭訴訟中使用該商業祕密信息,A-2規定參與者提交任何蓋有印章的包含商業祕密信息的文件,除非根據法院命令,否則不披露該商業祕密。2.非徵集契約-ADT人員(A)參與者同意,在參與者受僱或為公司服務期間,以及在(A)參與者從受僱或服務退休之日起至最終歸屬日期,或(B)參與者在公司受僱或服務離職後兩(2)年期間(“非邀請期”)內,參與者不會直接或間接地為參與者本人或代表另一人招攬、招募、資助、或誘使任何公司人員離開公司,以便接受與公司無關的其他個人或實體的僱用或向其提供服務,或在知情的情況下采取任何行動,協助或協助任何其他個人或實體識別、招攬、招聘、引誘或僱用任何該等公司人員;或(Ii)以其他方式幹預公司與公司任何人員的關係。(B)參與者同意,在非邀請期內,參與者不得直接或間接從事任何旨在或合理地旨在誘使或促使公司的任何參與者或承包商全部或部分終止其與公司的僱傭關係或僱傭關係的行為。(C)“公司人員”是指在參與者受僱或服務於公司的最後一天之前的二十四(24)個月期間內受僱於公司的任何人員,並且(I)參與者因業務目的與其有直接聯繫,或(Ii)參與者因接觸到公司的保密信息或商業祕密而知道的任何人。3.(B)“客户(S)”是指參與者直接或間接(例如,通過參與者監督的員工)在參與者受僱或服務於公司的最後一天之前的二十四(24)個月期間的任何時間,直接或間接(例如,通過參與者監督的員工)拜訪、招攬、與之共事或結識的公司客户(個人或實體)。(C)Participant承認,由於Participant受僱於本公司或為其提供服務,Participant將作為本公司的代表使用本公司的資產和資源,並將受益於本公司與這些客户有關的商譽、知名度、聲譽和經驗,Participant將獲得有關本公司客户的保密信息,因此,上述契約對於保護本公司的合法商業利益是合理和必要的。參與者同意本段中的契約將適用於上述定義的所有客户,即使公司的某些客户的身份可能為公眾所知,即使參與者在受僱於公司之前知道或曾與一個或多個此類客户打交道。4.禁令救濟;加速發現(A)如果參與者違反或威脅違反,或公司合理地相信參與者即將違反本RC協議中的任何限制性契諾,公司將有權獲得禁令救濟,以及公司在法律或衡平法上可能享有的任何其他權利或補救措施。參與者同意,公司將立即遭受不可挽回的損害,金錢損害不足以補償公司或維持現狀。(B)參賽者同意任何禁制令的有效期應增加至與參賽者未能遵守本《康復會協議》所載契諾的任何期間相同的數額。(C)參與者和公司同意,任何臨時限制令和/或臨時或初步禁令救濟的申請應完全由具有司法管轄權的法院裁決,即使參與者和公司是仲裁協議的當事方,該協議還包括本《仲裁協議》項下的糾紛。參與者同意,在本節所述的情況下,參與者同意的上述禁制令救濟應由具有管轄權的法院批准,以等待對案情進行仲裁,以便在仲裁之前維持現狀。5.限制性契約通知參與者同意,參與者將在接受僱用、作為顧問或承包商聘用或從事企業之前,告知任何潛在的新僱主、商業企業的合作伙伴、投資者和/或任何尋求聘用參與者的服務的實體[]A-4合資企業,本RC協議存在。參與者同意在接受任何此類僱傭或參與任何此類僱傭或商業活動之前,向任何此類個人或實體提供本RC協議的真實且正確的副本。參與者進一步授權本公司向任何此類實體或個人(S)提供本RC協議的副本。6.修改和可分割性如果本RC協議的任何部分、條款、段落、短語、詞語和/或行(統稱“條款”)被認為是不可執行的,則本RC協議將被視為進行了必要的修改,以使其他不可執行的條款和本RC協議的其餘部分有效和可執行。如果法院或仲裁員拒絕按照本協議的規定修改本協議,則本協議的任何條款的無效或不可執行性不應影響其餘條款的有效性或可執行性,這些條款應像違規條款未包括在本協議中一樣予以執行。7.法律、管轄權和地點的選擇本RC協議將受參與者最後一次為公司工作或提供服務的美國州、區或地區的法律管轄、解釋和解釋,並根據該州、區或地區的法律確定其有效性,而不考慮此類司法管轄區的法律衝突原則。不論爭議可在哪個法院或仲裁法庭進行裁決,均適用此種法律。8.具有約束力和可轉讓性本協議對雙方及其各自的繼承人、個人代表、繼承人、受讓人、附屬實體和任何利害關係方具有約束力,並符合他們的利益。參與者進一步同意本公司可以轉讓,並在此同意將本RC協議轉讓給本公司的任何關聯公司。參與者同意,如果參與者從一家公司附屬公司的僱傭或服務轉移到另一家公司附屬公司,則此類轉讓被視為在沒有任何進一步文件的情況下進行。9.律師費和認可費參與方和公司同意,在執行本RC協議的任何法律程序中,勝訴方有權獲得其實際費用和開支的補償,包括但不限於合理的律師費、費用和支出。參賽者確認並理解本公司特此建議參賽者在簽訂RC協議之前諮詢律師。參與者簽署2018年綜合激勵計劃獎勵協議,即表示參與者接受並同意A-5完全遵守本RC協議,如2018年綜合激勵計劃獎勵協議簽名頁所述。V11-藍鉛筆版本A-1 ADT,Inc.展品A 2018年綜合激勵計劃獎勵協議限制性契約協議通過接受本限制性契約協議(“RC協議”)中規定的任何其他陳述、保證和契約外,綜合激勵計劃參與者(“參與者”)同意遵守並遵守以下契約。 就本RC協議而言,“公司”包括ADT Inc.及其子公司和附屬機構。 1.保密(a)參與者特此同意,參與者在公司受僱或服務期間以及此後,不會使用或披露與公司任何業務相關的“保密信息”。“機密信息”不包括有關參與者的僱傭條款和條件或受《國家勞動關係法》保護的其他權利的信息。(C)允許的披露:儘管本協議有任何相反的規定,但根據USC第18條第1833(B)條規定的美國聯邦法律,參與者理解,參與者不應根據任何聯邦或州商業祕密法,因披露以下商業祕密而承擔刑事或民事責任:(1)直接或間接向聯邦、州或地方政府官員或律師保密,並僅出於舉報或調查涉嫌違法的目的;或(2)在訴訟或其他訴訟程序中提起的申訴或其他文件,如果是蓋章提出的。如果參與者因舉報涉嫌違法行為而向僱主提起報復訴訟,參與者可以向參與者的律師披露此類商業祕密,並在相關的法庭訴訟中使用該商業祕密信息,A-2規定參與者提交任何蓋有印章的包含商業祕密信息的文件,除非根據法院命令,否則不披露該商業祕密。2.(B)參與者同意,在非邀請期內,參與者不得直接或間接從事任何旨在或合理地旨在誘使或促使公司的任何參與者或承包商全部或部分終止其與公司的僱傭關係或僱傭關係的行為。(C)“公司人員”是指參與者在公司受僱或服務的最後一天之前的十二(12)個月期間內受僱於公司的任何人員,參與者因業務目的與其有直接聯繫的任何人員。3.非招標契約-客户(A)參與者同意,在參與者受僱於公司或提供服務期間,以及在非招標期間,參與者不會直接或間接地代表參與者本人或代表另一人:(I)招攬、協助或誘使公司的任何客户從另一人或實體購買公司當時銷售的商品或服務,或協助或協助任何其他人或實體識別或招攬任何此類客户(S);或(Ii)以其他方式幹預公司與其任何參與者、客户、供應商、代理商或代表的關係。(B)“客户(S)”是指參與者在公司受僱或服務的最後一天之前十二(12)個月期間的任何時間,直接或間接(例如,通過參與者監督的員工)拜訪、招攬或與之共事的公司現有客户(個人或實體)。


A-3(C)Participant承認,由於Participant受僱於公司或在公司提供服務,Participant將作為公司的代表使用公司的資產和資源,並將受益於公司與這些客户有關的商譽、知名度、聲譽和經驗,Participant將獲得關於公司客户的保密信息,因此,上述契約對於保護公司的合法商業利益是合理和必要的。參與者同意本段中的契約將適用於上述定義的所有客户,即使公司的某些客户的身份可能為公眾所知,即使參與者在受僱於公司之前知道或曾與一個或多個此類客户打交道。4.禁令救濟;加速發現(A)如果參與者違反或威脅違反,或公司合理地相信參與者即將違反本RC協議中的任何限制性契諾,公司將有權獲得禁令救濟,以及公司在法律或衡平法上可能享有的任何其他權利或補救措施。參與者同意,公司將立即遭受不可挽回的損害,金錢損害不足以補償公司或維持現狀。因此,參與者同意發佈臨時限制令和其他強制令救濟,以執行本RC協議。(B)參賽者同意任何禁制令的有效期應增加至與參賽者未能遵守本《康復會協議》所載契諾的任何期間相同的數額。參與者同意,在本節所述的情況下,參與者同意的上述禁制令救濟應由具有管轄權的法院批准,以等待對案情進行仲裁,以便在仲裁之前維持現狀。5.限制性契約通知參與者同意,參與者將在接受僱用、作為顧問或承包商聘用或參與商業企業之前,告知任何潛在的新僱主、商業企業的合作伙伴、投資者和/或任何尋求聘用參與者的服務的實體,本RC協議存在。參與者同意在接受任何此類僱傭或參與任何此類僱傭或商業活動之前,向任何此類個人或實體提供本RC協議的真實且正確的副本。參與者進一步授權本公司向任何此類實體或個人(S)提供本RC協議的副本。A-4 6.修改和可分割性如果本RC協議的任何部分、條款、段落、短語、詞語和/或行(統稱為“條款”)被認為是不可執行的,則本RC協議中任何條款的無效或不可執行性不應影響其餘條款的有效性或可執行性,這些條款應像違規條款未包括在本RC協議中一樣執行。雙方的意圖是,如果任何法院或仲裁員將本RC協議的任何條款或條款或其任何部分解釋為非法、無效或因該條款的期限或所涵蓋的地區或事項而無法執行,則該法院應在法律允許的範圍內減少該條款的期限、面積或事項,並以減少的形式執行該條款。7. 無論可能裁決爭議的法院或仲裁機構如何,此類法律均應管轄。8.具有約束力和可轉讓性本協議對雙方及其各自的繼承人、個人代表、繼承人、受讓人、附屬實體和任何利害關係方具有約束力,並符合他們的利益。參與者同意,如果本公司被另一家公司或商業實體收購、合併或以其他方式合併,則尚存實體將有權執行本《RC協議》的條款,猶如本公司本身執行《RC協議》一樣。參與者進一步同意本公司可以轉讓,並在此同意將本RC協議轉讓給本公司的任何關聯公司。參與者同意,如果參與者從一家公司附屬公司的僱傭或服務轉移到另一家公司附屬公司,則此類轉讓被視為在沒有任何進一步文件的情況下進行。9.律師費和認可費參與方和公司同意,在執行本RC協議的任何法律程序中,勝訴方有權獲得其實際費用和開支的補償,包括但不限於合理的律師費、費用和支出。參賽者確認並理解本公司特此建議參賽者在簽訂RC協議之前諮詢律師。參與者簽署2018年綜合激勵計劃獎勵協議,即表示參與者接受並同意A-5完全遵守本RC協議,如2018年綜合激勵計劃獎勵協議簽名頁所述。V12-紅鉛筆版(NE、VA、WY)A-1 ADT,Inc. 就本RC協議而言,“公司”包括ADT Inc.及其子公司和附屬機構。 1.保密(a)參與者特此同意,參與者在公司受僱或服務期間以及此後,不會使用或披露與公司任何業務相關的“保密信息”。“機密信息”不包括有關參與者的僱傭條款和條件或受《國家勞動關係法》保護的其他權利的信息。(C)允許的披露:儘管本協議有任何相反的規定,但根據USC第18條第1833(B)條規定的美國聯邦法律,參與者理解,參與者不應根據任何聯邦或州商業祕密法,因披露以下商業祕密而承擔刑事或民事責任:(1)直接或間接向聯邦、州或地方政府官員或律師保密,並僅出於舉報或調查涉嫌違法的目的;或(2)在訴訟或其他訴訟程序中提起的申訴或其他文件,如果是蓋章提出的。如果參與者因舉報涉嫌違法行為而向僱主提起報復訴訟,參與者可以向參與者的律師披露此類商業祕密,並在相關的法庭訴訟中使用該商業祕密信息,


A-2規定參與者提交任何蓋有印章的包含商業祕密信息的文件,除非根據法院命令,否則不得泄露商業祕密。2.非邀請期-ADT人員參與者同意,在參與者受僱或服務於公司期間,以及在(A)參與者從受僱或服務退休之日起至最終歸屬日期,或(B)參與者在公司受僱或服務離職後一(1)年期間(“非邀請期”),參與者不會招攬在緊接僱員在公司工作的最後一天之前的18個月內與其有個人接觸的任何公司現任員工。3.非徵集契約-客户(A)參與者同意,在參與者受僱於公司或提供服務期間,以及在非徵集期間,參與者不會徵集任何客户。(B)“客户(S)”是指參與者在緊接參與者受僱或服務的最後一天之前的18個月內實際與之有業務往來並有個人接觸的公司當前客户(個人或實體)。(C)Participant承認,由於Participant受僱於本公司或為其提供服務,Participant將作為本公司的代表使用本公司的資產和資源,並將受益於本公司與這些客户有關的商譽、知名度、聲譽和經驗,Participant將獲得有關本公司客户的保密信息,因此,上述契約對於保護本公司的合法商業利益是合理和必要的。4.如果第2款或第3款被認定為不可執行,則該款的無效或不可執行性不應影響剩餘款的有效性或可執行性,其餘款應按照違規條款未包括在本協議中的方式執行。5.法律、管轄權和地點的選擇本RC協議將受參與者最後一次為公司工作或提供服務的美國州、區或地區的法律管轄、解釋和解釋,並根據該州、區或地區的法律確定其有效性,而不考慮此類司法管轄區的法律衝突原則。不論爭議可在哪個法院或仲裁法庭進行裁決,均適用此種法律。本協議對雙方及其各自的繼承人、個人代表、繼承人、受讓人、附屬實體和任何利害關係方具有約束力,並符合他們的利益。參與者同意,如果本公司被另一家公司或商業實體收購、合併或以其他方式合併,則尚存實體將有權執行本《RC協議》的條款,猶如本公司本身執行《RC協議》一樣。參與者進一步同意本公司可以轉讓,並在此同意將本RC協議轉讓給本公司的任何關聯公司。參與者同意,如果參與者從一家公司附屬公司的僱傭或服務轉移到另一家公司附屬公司,則此類轉讓被視為在沒有任何進一步文件的情況下進行。7.律師費和認可費參與者和公司同意,在執行本RC協議的任何法律程序中,勝訴方有權獲得其實際費用和開支的補償,包括但不限於合理的律師費、費用和支出。參賽者確認並理解本公司特此建議參賽者在簽訂RC協議之前諮詢律師。參與者簽署2018年綜合激勵計劃獎勵協議,即表示參與者接受並同意完全遵守2018年綜合激勵計劃獎勵協議簽名頁中所述的本RC協議。V13-CA/ND版本A-1 ADT,Inc.2018綜合激勵計劃獎勵協議限制性契約協議通過接受本協議項下股權的授予,除本限制性契約協議(“RC協議”)規定的任何其他陳述、保證和契約外,綜合獎勵計劃參與者(“參與者”)同意遵守和遵守下列契約。就本RC協議而言,“本公司”包括ADT公司及其子公司和附屬公司。1.保密和商業祕密(A)參賽者特此同意,在參賽者受僱於公司或為公司服務期間,參賽者不會使用或披露與公司任何業務有關的“保密信息”。“機密信息”不包括有關參與者的僱傭條款和條件或受《國家勞動關係法》保護的其他權利的信息。(C)參與者理解並同意,參與者同意不使用或披露保密信息和商業祕密,包括但不限於,該參與者將不會直接或間接:(I)使用公司商業祕密識別或鎖定現有客户,以獲取參與者個人利益或任何其他公司或實體的利益;(Ii)使用商業祕密為參與者個人利益或任何其他公司或實體的利益提供便利;和/或(Iii)使用商業祕密以其他方式與公司進行不公平競爭。(D)允許的披露:儘管本協議有任何相反的規定,但根據USC第18條第1833(B)條規定的美國聯邦法律,參與者理解,參與者不應因披露以下商業祕密而承擔任何A-2聯邦或州商業祕密法下的刑事或民事責任:(1)直接或間接向聯邦、州或地方政府官員或律師保密,並僅出於舉報或調查涉嫌違法的目的;或(2)在訴訟或其他訴訟程序中提起的申訴或其他文件,如果是蓋章提出的。2.非徵集契約-ADT人員(A)參與者同意,在參與者受僱或為公司服務期間,以及在(A)參與者從受僱或服務退休之日起至最終歸屬日期,或(B)參與者在公司受僱或服務離職後兩(2)年期間(“非邀請期”)內,參與者不會直接或間接地為參與者本人或代表另一人招攬、招募、資助、或誘使任何公司人員離開公司,以便接受與公司無關的其他個人或實體的僱用或向其提供服務,或在知情的情況下采取任何行動,協助或協助任何其他個人或實體識別、招攬、招聘、引誘或僱用任何該等公司人員;或(Ii)以其他方式幹預公司與公司任何人員的關係。(B)參與者同意,在非邀請期內,參與者不得直接或間接從事任何旨在或合理地旨在誘使或促使公司的任何參與者或承包商全部或部分終止其與公司的僱傭關係或僱傭關係的行為。(C)“公司人員”是指參與者在公司受僱或服務的最後一天之前二十四(24)個月內受僱於公司的任何人員,(I)參與者因業務目的與之有直接聯繫的人,或(Ii)參與者因接觸公司機密信息或商業祕密而知道的任何人。3. 強制救濟;快速發現(a)如果參與者違反或威脅違反,或公司有理由相信參與者即將違反本RC協議中的任何限制性契約,除了公司在法律或公平中可能享有的任何其他權利或救濟之外,公司還有權獲得禁令救濟。 參與者同意公司將立即遭受不可挽回的損害,金錢賠償不足以補償公司或維持現狀。 因此,參與者 [A-3同意發佈臨時限制令和執行本RC協議所需的其他禁令救濟。(B)參賽者同意任何禁制令的有效期應增加至與參賽者未能遵守本《康復會協議》所載契諾的任何期間相同的數額。(C)參與者和公司同意,任何臨時限制令和/或臨時或初步禁令救濟的申請應完全由具有司法管轄權的法院裁決,即使參與者和公司是仲裁協議的當事方,該協議還包括本《仲裁協議》項下的糾紛。參與者同意,在本節所述的情況下,參與者同意的上述禁制令救濟應由具有管轄權的法院批准,以等待對案情進行仲裁,以便在仲裁之前維持現狀。4.限制性契約通知參與者同意,參與者將在接受僱用、作為顧問或承包商聘用或參與商業企業之前,告知任何潛在的新僱主、商業企業的合作伙伴、投資者和/或任何尋求聘用參與者的服務的實體,本RC協議存在。參與者同意在接受任何此類僱傭或參與任何此類僱傭或商業活動之前,向任何此類個人或實體提供本RC協議的真實且正確的副本。參與者進一步授權本公司向任何此類實體或個人(S)提供本RC協議的副本。5.如果法院或仲裁員拒絕按照本協議的規定修改本協議,則本協議的任何條款的無效或不可執行性不應影響其餘條款的有效性或可執行性,這些條款應像違規條款未包括在本協議中一樣予以執行。6.法律、管轄權和地點的選擇本RC協議將受參與者最後一次為公司工作或提供服務的美國州、區或地區的法律管轄、解釋和解釋,並根據該州、區或地區的法律確定其有效性,而不考慮此類司法管轄區的法律衝突原則。不論爭議可在哪個法院或仲裁法庭進行裁決,均適用此種法律。7.有約束力和可轉讓性本協議對雙方及其各自的繼承人、個人代表、繼承人、受讓人、附屬實體和A-4任何利害關係方具有約束力,並符合他們的利益。參與者同意,如果本公司被另一家公司或商業實體收購、合併或以其他方式合併,則尚存實體將有權執行本《RC協議》的條款,猶如本公司本身執行《RC協議》一樣。參與者進一步同意本公司可以轉讓,並在此同意將本RC協議轉讓給本公司的任何關聯公司。參與者同意,如果參與者從一家公司附屬公司的僱傭或服務轉移到另一家公司附屬公司,則此類轉讓被視為在沒有任何進一步文件的情況下進行。8.律師費和認可費參與者和公司同意,在執行本RC協議的任何法律程序中,勝訴方有權獲得其實際費用和開支的補償,包括但不限於合理的律師費、費用和支出。參賽者確認並理解本公司特此建議參賽者在簽訂RC協議之前諮詢律師。參與者簽署2018年綜合激勵計劃獎勵協議,即表示參與者接受並同意完全遵守2018年綜合激勵計劃獎勵協議簽名頁中所述的本RC協議。V14-LA/SD版本A-1 ADT,Inc.2018綜合激勵計劃獎勵協議限制性契約協議通過接受本協議項下股權的授予,除本限制性契約協議(“RC協議”)規定的任何其他陳述、保證和契約外,綜合獎勵計劃參與者(“參與者”)同意遵守和遵守下列契約。就本RC協議而言,“本公司”包括ADT公司及其子公司和附屬公司。1.保密(A)參賽者特此同意,在參賽者受僱於公司或為公司服務期間,參賽者不會使用或披露與公司任何業務有關的“保密信息”。“機密信息”不包括有關參與者的僱傭條款和條件或受《國家勞動關係法》保護的其他權利的信息。(C)允許的披露:儘管本協議有任何相反的規定,但根據USC第18條第1833(B)條規定的美國聯邦法律,參與者理解,參與者不應根據任何聯邦或州商業祕密法,因披露以下商業祕密而承擔刑事或民事責任:(1)直接或間接向聯邦、州或地方政府官員或律師保密,並僅出於舉報或調查涉嫌違法的目的;或(2)在訴訟或其他訴訟程序中提起的申訴或其他文件,如果是蓋章提出的。如果參與者因舉報涉嫌違法行為而向僱主提起報復訴訟,參與者可以向參與者的律師披露此類商業祕密,並在相關的法庭訴訟中使用該商業祕密信息,A-2規定參與者提交任何蓋有印章的包含商業祕密信息的文件,除非根據法院命令,否則不披露該商業祕密。2.(B)參與者同意,在非邀請期內,參與者不得直接或間接從事任何旨在或合理地旨在誘使或促使公司的任何參與者或承包商全部或部分終止其與公司的僱傭關係或僱傭關係的行為。(C)“公司人員”是指在參與者受僱或服務於公司的最後一天之前的十二(12)個月期間,因業務原因與公司有直接聯繫的任何受僱於公司的人員。3.非邀約-客户(A)參與者同意,在參與者受僱於公司或提供服務期間,以及在非邀請期內,參與者不會在限制區域內直接或間接代表參與者本人或代表另一人:(I)招攬、協助或誘使公司的任何客户從另一個人或實體購買公司當時銷售的商品或服務,或協助或協助任何其他個人或實體識別或招攬任何此類客户(S);或(Ii)以其他方式幹預公司與其任何參與者、客户、供應商、代理商或代表的關係。(B)“客户(S)”是指參與者在公司受僱或服務的最後一天之前十二(12)個月期間的任何時間,直接或間接(例如,通過參與者監督的員工)拜訪、招攬或與之共事的公司現有客户(個人或實體)。][A-3(C)就本RC協議而言,本公司的業務如下:(I)如果參與者在緊接僱傭或服務終止前十二(12)個月內的任何時間受僱於ADT LLC或向ADT LLC提供服務,則本公司的業務是銷售、安裝、監控和/或維護住宅和小型企業場所的安全、消防、生命安全和自動化設備和服務,包括防盜警報系統、安全攝像頭、家庭自動化和門禁系統,以及防盜、温度、洪水、火災、煙霧、一氧化碳、緊急情況、醫療警報和跌倒檢測監測和響應服務。(Ii)如果參與者在緊接僱傭或服務終止前十二(12)個月內的任何時間受僱於ADT Commercial LLC或向ADT Commercial LLC提供服務,則本公司的業務是銷售、安裝、監控和/或維護安全、消防和生命安全服務,併為商業、政府和其他機構提供風險諮詢解決方案,包括防盜警報系統、安全攝像頭、消防滅火和門禁系統,以及應對服務。(Iii)如果參與者在緊接僱傭或服務終止前十二(12)個月內的任何時間同時或在該期間的不同時間受僱於ADT LLC和ADT Commercial LLC或向兩者提供服務,則本公司的業務均符合上文第1(C)(I)和(Ii)節所述的定義。(Iv)參加者確認參加者對本公司的業務有足夠的熟悉度,足以理解本公司的業務性質,且無須對本公司的業務作出進一步定義。伯納德、奧爾良、聖查爾斯、聖約翰浸信會、聖詹姆斯、拉福什、特雷博內、聖坦瑪尼、聖瑪麗、假設、阿森鬆、利文斯頓、坦吉帕霍亞、華盛頓、聖海倫、東費利西亞納、西費利西亞納、東巴吞魯日、西巴吞魯日、伊伯維爾、普因特庫佩、伊比利亞、朱利安、拉斐特、聖馬丁、阿卡迪亞、聖蘭德里、傑斐遜·戴維斯、卡梅倫、卡爾卡西奧、博拉戈爾、艾倫、伊萬吉林、阿沃耶爾、拉皮德斯、弗農、康科迪亞、阿胡拉、拉薩勒、格蘭特、納奇託奇、薩賓、迪託、紅河、温恩、卡塔赫亞、坦薩斯、富蘭克林、麥迪遜、拉皮茲、弗農、康科迪亞、阿胡拉、拉薩勒、格蘭特、納奇託什、薩賓、迪託、紅河、温恩、卡塔哈、坦薩斯、富蘭克林、麥迪遜、拉皮茲裏奇蘭、瓦奇塔、傑克遜、比恩維爾、林肯、卡多、博西爾、韋伯斯特、克萊本、尤尼翁、莫爾豪斯、西卡羅爾、東卡羅爾。(Ii)如果參與者最後一次在南達科他州或任何其他州、地區或地區為公司工作或向公司提供服務,“受限制地區”是指在緊接員工終止與公司的僱傭關係的十二(12)個月期間,員工負責的一個或多個地理區域。A-4(E)Participant承認,由於Participant受僱於公司或為其提供服務,Participant將作為公司的代表使用公司的資產和資源,並將受益於公司對這些客户的商譽、知名度、聲譽和經驗,Participant將獲得有關公司客户的保密信息,因此,上述契約對於保護公司的合法商業利益是合理和必要的。 4.強制救濟;快速發現(a)如果參與者違反或威脅違反,或公司有理由相信參與者即將違反本RC協議中的任何限制性契約,除了公司在法律或公平中可能享有的任何其他權利或救濟之外,公司還有權獲得禁令救濟。參與者同意,公司將立即遭受不可挽回的損害,金錢損害不足以補償公司或維持現狀。因此,參與者同意發佈臨時限制令和其他強制令救濟,以執行本RC協議。(B)參賽者同意任何禁制令的有效期應增加至與參賽者未能遵守本RC協議所載契諾的任何期間相同的數額,但在任何情況下不得超過參賽者終止受僱於本公司的日期起計的24個月。(C)參與者和公司同意,任何臨時限制令和/或臨時或初步禁令救濟的申請應完全由具有司法管轄權的法院裁決,即使參與者和公司是仲裁協議的當事方,該協議還包括本《仲裁協議》項下的糾紛。參與者同意,在本節所述的情況下,參與者同意的上述禁制令救濟應由具有管轄權的法院批准,以等待對案情進行仲裁,以便在仲裁之前維持現狀。5.限制性契約通知參與者同意,參與者將在接受僱用、作為顧問或承包商聘用或參與商業企業之前,告知任何潛在的新僱主、商業企業的合作伙伴、投資者和/或任何尋求聘用參與者的服務的實體,本RC協議存在。參與者同意在接受任何此類僱傭或參與任何此類僱傭或商業活動之前,向任何此類個人或實體提供本RC協議的真實且正確的副本。A-5 6.修改和可分割性如果本RC協議的任何部分、條款、段落、短語、詞語和/或行(統稱為“條款”)被認為是不可執行的,則本RC協議中任何條款的無效或不可執行性不應影響其餘條款的有效性或可執行性,這些條款應作為違規條款未包括在本RC協議中一樣執行。雙方的意圖是,如果任何法院或其他法庭將本RC協議的任何條款或條款或其任何部分解釋為非法、無效或不可執行,因為該條款的期限或所涵蓋的地區或事項,該法院應在法律允許的範圍內減少該條款的期限、面積或事項,並以其縮減的形式,該條款應可執行並應被強制執行。7.法律、管轄權和地點的選擇本RC協議將受參與者最後一次為公司工作或提供服務的美國州、區或地區的法律管轄、解釋和解釋,並根據該州、區或地區的法律確定其有效性,而不考慮此類司法管轄區的法律衝突原則。不論爭議可在哪個法院或仲裁法庭進行裁決,均適用此種法律。8.具有約束力和可轉讓性本協議對雙方及其各自的繼承人、個人代表、繼承人、受讓人、附屬實體和任何利害關係方具有約束力,並符合他們的利益。參與者進一步同意本公司可以轉讓,並在此同意將本RC協議轉讓給本公司的任何關聯公司。參與者同意,如果參與者從一家公司附屬公司的僱傭或服務轉移到另一家公司附屬公司,則此類轉讓被視為在沒有任何進一步文件的情況下進行。9.律師費和認可費參與方和公司同意,在執行本RC協議的任何法律程序中,勝訴方有權獲得其實際費用和開支的補償,包括但不限於合理的律師費、費用和支出。參賽者確認並理解本公司特此建議參賽者在簽訂RC協議之前諮詢律師。參與者簽署2018年綜合激勵計劃獎勵協議,即表示參與者接受並同意A-6完全遵守本RC協議,如2018年綜合激勵計劃獎勵協議簽名頁所述。]V15 - IL版本A-1 ADT,Inc.的附件A 2018年綜合激勵計劃獎勵協議限制性契約協議通過接受本限制性契約協議(“RC協議”)中規定的任何其他陳述、保證和契約外,綜合激勵計劃參與者(“參與者”)同意遵守並遵守以下契約。 就本RC協議而言,“公司”包括ADT Inc.及其子公司和附屬機構。 1.保密(a)參與者特此同意,參與者在公司受僱或服務期間以及此後,不會使用或披露與公司任何業務相關的“保密信息”。“機密信息”不包括有關參與者的僱傭條款和條件或受《國家勞動關係法》保護的其他權利的信息。(C)允許的披露:儘管本協議有任何相反的規定,但根據USC第18條第1833(B)條規定的美國聯邦法律,參與者理解,參與者不應根據任何聯邦或州商業祕密法,因披露以下商業祕密而承擔刑事或民事責任:(1)直接或間接向聯邦、州或地方政府官員或律師保密,並僅出於舉報或調查涉嫌違法的目的;或(2)在訴訟或其他訴訟程序中提起的申訴或其他文件,如果是蓋章提出的。如果參與者因舉報涉嫌違法行為而向僱主提起報復訴訟,參與者可以向參與者的律師披露此類商業祕密,並在相關的法庭訴訟中使用該商業祕密信息,A-2規定參與者提交任何蓋有印章的包含商業祕密信息的文件,除非根據法院命令,否則不披露該商業祕密。2.(B)參與者同意,在非邀請期內,參與者不得直接或間接從事任何旨在或合理地旨在誘使或促使公司的任何參與者或承包商全部或部分終止其與公司的僱傭關係或僱傭關係的行為。(C)“公司人員”是指參與者在公司受僱或服務的最後一天之前二十四(24)個月內受僱於公司的任何人員,(I)參與者因業務目的與之有直接聯繫的人,或(Ii)參與者因接觸公司機密信息或商業祕密而知道的任何人。3.非邀約-客户(A)如果參與者目前達到以下第4節規定的法定工資門檻,參與者同意,在參與者受僱於公司或服務期間,以及在非邀約期間,參與者不會直接或間接地代表參與者本人或代表另一人:(I)招攬、幫助或誘使公司的任何客户從另一個人或實體購買公司隨後銷售的商品或服務,或協助或協助任何其他個人或實體識別或招攬任何此類客户(S);或(Ii)就參與者可能接受或打算接受的任何新僱傭或業務聯繫與任何客户進行任何接觸或溝通;或A-3(Iii)以其他方式幹擾本公司與其任何參與者、客户、供應商、代理商或代表的關係。(B)“客户(S)”是指公司的客户(個人或實體),該參與者直接或間接(例如:(C)Participant承認,由於Participant受僱於本公司或為其提供服務,Participant將作為本公司的代表使用本公司的資產和資源,並將受益於本公司與這些客户有關的商譽、知名度、聲譽和經驗,Participant將獲得有關本公司客户的保密信息,因此,上述契約對於保護本公司的合法商業利益是合理和必要的。參與者同意本段中的契約將適用於上述定義的所有客户,即使公司的某些客户的身份可能為公眾所知,即使參與者在受僱於公司之前知道或曾與一個或多個此類客户打交道。4.非邀請函條款的法定工資門檻;律師審查;14天審查RC協議(A)以上第2條和第3節中規定的非邀請函條款不適用於參與者,除非在簽署本RC協議時,參與者在公司的實際或預期年化收入超過4.5萬美元(45,000美元)(或隨後的法定修改可能確定的其他金額)(以下稱為“工資門檻”)。如果參與者沒有達到工資門檻,則本RC協議的第2條和第3條對參與者無效。(B)本公司建議參與者在簽署RC協議之前,由參與者自己選擇的一名律師審查本RC協議,以獲得有關RC協議的法律意見。5.禁令救濟;加速發現(A)如果參與者違反或威脅違反,或公司合理地相信參與者即將違反本RC協議中的任何限制性契諾,公司將有權獲得禁令救濟,以及公司在法律或衡平法上可能享有的任何其他權利或補救措施。參與者同意,公司將立即遭受不可挽回的損害,金錢損害不足以補償公司或維持現狀。因此,參與者同意發佈臨時限制令和其他強制令救濟,以執行本RC協議。A-4(B)參與者同意增加任何禁令的期限,其金額應等於參與者未能遵守本RC協議中所包含的契諾的任何時間段。(C)參與者和公司同意,任何臨時限制令和/或臨時或初步禁令救濟的申請應完全由具有司法管轄權的法院裁決,即使參與者和公司是仲裁協議的當事方,該協議還包括本《仲裁協議》項下的糾紛。參與者同意,在本節所述的情況下,參與者同意的上述禁制令救濟應由具有管轄權的法院批准,以等待對案情進行仲裁,以便在仲裁之前維持現狀。6. 參與者同意在接受任何此類僱傭或參與任何此類業務或商業活動之前,向任何此類個人或實體提供本RC協議的真實正確副本。 參與者進一步授權公司向任何此類實體或個人提供本RC協議的副本。 7.修改和可分割性如果本RC協議的任何部分、條款、段落、短語、詞語和/或行(統稱“條款”)被認為是不可執行的,則本RC協議將被視為進行了必要的修改,以使其他不可執行的條款和本RC協議的其餘部分有效和可執行。如果法院或仲裁員拒絕按照本協議的規定修改本協議,則本協議的任何條款的無效或不可執行性不應影響其餘條款的有效性或可執行性,這些條款應像違規條款未包括在本協議中一樣予以執行。8.法律、管轄權和地點的選擇本RC協議將受參與者最後一次為公司工作或提供服務的美國州、區或地區的法律管轄、解釋和解釋,並根據該州、區或地區的法律確定其有效性,而不考慮此類司法管轄區的法律衝突原則。不論爭議可在哪個法院或仲裁法庭進行裁決,均適用此種法律。9.有約束力和可轉讓性本協議對雙方及其各自的繼承人、個人代表、繼承人、受讓人、附屬實體和任何利害關係方具有約束力,並符合他們的利益。參與者同意,如果本公司被其他公司或商業實體收購、合併或合併,則倖存實體將有權執行本RC協議的條款,就像它是本公司自己執行的一樣[A-5《RC協議》。參與者進一步同意本公司可以轉讓,並在此同意將本RC協議轉讓給本公司的任何關聯公司。參與者同意,如果參與者從一家公司附屬公司的僱傭或服務轉移到另一家公司附屬公司,則此類轉讓被視為在沒有任何進一步文件的情況下進行。10.律師費和認可費參與者和公司同意,在執行本RC協議的任何法律程序中,勝訴方有權獲得其實際費用和開支的補償,包括但不限於合理的律師費、費用和支出。參賽者確認並理解本公司特此建議參賽者在簽訂RC協議之前諮詢律師。參與者簽署2018年綜合激勵計劃獎勵協議,即表示參與者接受並同意完全遵守2018年綜合激勵計劃獎勵協議簽名頁中所述的本RC協議。V16-OK版本A-1 ADT,Inc.2018綜合激勵計劃獎勵協議限制性契約協議通過接受本協議項下的股權授予,除本限制性契約協議(“RC協議”)規定的任何其他陳述、保證和契約外,綜合獎勵計劃參與者(“參與者”)同意遵守和遵守下列契約。就本RC協議而言,“本公司”包括ADT公司及其子公司和附屬公司。1.(B)在本RC協議中,“機密信息”指一般不為公眾所知的任何信息或材料,這些信息或材料可能包括但不限於口頭、印刷、電子或任何其他形式或媒介的信息和材料,與公司的財務、會計、業務計劃、戰略計劃、人事和管理、開發和項目、營銷計劃、銷售、產品和服務、定價或定價策略、客户姓名和地址以及價目表、客户或潛在客户名單、其他客户信息(包括但不限於客户的經營方法、要求、與公司進行交易的偏好和歷史)、供應商名單、供應商信息(包括但不限於其與公司的交易歷史)、參與者檔案、技能、公司人員的績效和資格、其他機密信息和商業祕密、祕密配方、技術、方法、工藝、技術信息、發明(無論是專利還是非專利)、版權、專有技術、算法、計算機程序、計算機代碼和相關文件、流程、研究、開發、許可證、許可,以及與公司實際或預期業務有關的任何前述信息的彙編。以及根據保密義務或協議向本公司提供的第三方機密信息。“機密信息”不包括有關參與者的僱傭條款和條件或受《國家勞動關係法》保護的其他權利的信息。如果參與者因舉報涉嫌違法行為而向僱主提起報復訴訟,參與者可以向參與者的律師披露此類商業祕密,並在相關的法庭訴訟中使用該商業祕密信息,A-2規定參與者提交任何蓋有印章的包含商業祕密信息的文件,除非根據法院命令,否則不披露該商業祕密。2.非徵集契約-ADT人員(A)參與者同意,在參與者受僱或服務於公司期間,以及在(A)參與者從受僱或服務退休之日起至最終歸屬日期,或(B)參與者受僱或服務於公司後的兩(2)年期間(“非邀請期”)內,參與者不會直接或間接參與者本人或代表他人請求任何公司人員離開公司,以便接受與公司無關的其他個人或實體的僱用或向其提供服務,或在知情的情況下采取任何行動,協助或協助任何其他個人或實體招募任何此類公司人員。(B)“公司人員”是指在參與者受僱或服務於公司的最後一天之前的二十四(24)個月期間內受僱於公司的任何人員,並且(I)參與者因業務目的與其有直接聯繫,或(Ii)參與者因接觸到公司的保密信息或商業祕密而知道的任何人。3.非招標契約-客户(A)參與者同意,在非招標期間,參與者不會直接邀請公司的任何客户購買公司隨後向其他個人或實體銷售的商品或服務或商品和服務的組合。(B)“客户(S)”是指參與者直接或間接(例如,通過參與者監督的員工)在參與者受僱或服務於公司的最後一天之前的二十四(24)個月期間的任何時間,直接或間接(例如,通過參與者監督的員工)拜訪、招攬、與之共事或結識的公司的既定客户(個人或實體)。(C)Participant承認,由於Participant受僱於本公司或為其提供服務,Participant將作為本公司的代表使用本公司的資產和資源,並將受益於本公司與這些客户有關的商譽、知名度、聲譽和經驗,Participant將獲得有關本公司客户的保密信息,因此,上述契約對於保護本公司的合法商業利益是合理和必要的。4.與會者同意,公司將遭受直接和不可彌補的損害,金錢損害將不足以補償公司或維持現狀。因此,參與者同意發佈臨時限制令和其他強制令救濟,以執行本RC協議。(B)參賽者同意任何禁制令的有效期應增加至與參賽者未能遵守本《康復會協議》所載契諾的任何期間相同的數額。(C)參與者和公司同意,任何臨時限制令和/或臨時或初步禁令救濟的申請應完全由具有司法管轄權的法院裁決,即使參與者和公司是仲裁協議的當事方,該協議還包括本《仲裁協議》項下的糾紛。參與者同意,在本節所述的情況下,參與者同意的上述禁制令救濟應由具有管轄權的法院批准,以等待對案情進行仲裁,以便在仲裁之前維持現狀。5.限制性契約通知參與者同意,參與者將在接受僱用、作為顧問或承包商聘用或參與商業企業之前,告知任何潛在的新僱主、商業企業的合作伙伴、投資者和/或任何尋求聘用參與者的服務的實體,本RC協議存在。參與者同意在接受任何此類僱傭或參與任何此類僱傭或商業活動之前,向任何此類個人或實體提供本RC協議的真實且正確的副本。參與者進一步授權本公司向任何此類實體或個人(S)提供本RC協議的副本。6.修改和可分割性如果本RC協議的任何部分、條款、段落、短語、詞語和/或行(統稱“條款”)被認為是不可執行的,則本RC協議將被視為進行了必要的修改,以使其他不可執行的條款和本RC協議的其餘部分有效和可執行。如果法院或仲裁員拒絕按照本協議的規定修改本協議,則本協議的任何條款的無效或不可執行性不應影響其餘條款的有效性或可執行性,這些條款應像違規條款未包括在本協議中一樣予以執行。7.法律、管轄權和地點的選擇本RC協議將受參與者最後一次為公司工作或提供服務的美國州、區或地區的法律管轄、解釋和解釋,並根據該州、區或地區的法律確定其有效性,而不考慮此類司法管轄區的法律衝突原則。不論爭議可在哪個法院或仲裁法庭進行裁決,均適用此種法律。]本協議對雙方及其各自的繼承人、個人代表、繼承人、受讓人、附屬實體和任何利害關係方具有約束力,並符合他們的利益。參與者同意,如果本公司被另一家公司或商業實體收購、合併或以其他方式合併,則尚存實體將有權執行本《RC協議》的條款,猶如本公司本身執行《RC協議》一樣。參與者進一步同意本公司可以轉讓,並在此同意將本RC協議轉讓給本公司的任何關聯公司。參與者同意,如果參與者從一家公司附屬公司的僱傭或服務轉移到另一家公司附屬公司,則此類轉讓被視為在沒有任何進一步文件的情況下進行。9.律師費和認可費參與方和公司同意,在執行本RC協議的任何法律程序中,勝訴方有權獲得其實際費用和開支的補償,包括但不限於合理的律師費、費用和支出。參賽者確認並理解本公司特此建議參賽者在簽訂RC協議之前諮詢律師。參與者簽署2018年綜合激勵計劃獎勵協議,即表示參與者接受並同意完全遵守2018年綜合激勵計劃獎勵協議簽名頁中所述的本RC協議。A-1 ADT,Inc.的附件A 就本RC協議而言,“公司”包括ADT Inc.及其子公司和附屬機構。 1.保密(a)參與者特此同意,參與者在公司受僱或服務期間以及此後,不會使用或披露與公司任何業務相關的“保密信息”。“機密信息”不包括有關參與者的僱傭條款和條件或受《國家勞動關係法》保護的其他權利的信息。(C)允許的披露:儘管本協議有任何相反的規定,但根據USC第18條第1833(B)條規定的美國聯邦法律,參與者理解,參與者不應根據任何聯邦或州商業祕密法,因披露以下商業祕密而承擔刑事或民事責任:(1)直接或間接向聯邦、州或地方政府官員或律師保密,並僅出於舉報或調查涉嫌違法的目的;或(2)在訴訟或其他訴訟程序中提起的申訴或其他文件,如果是蓋章提出的。如果參與者因舉報涉嫌違法行為而向僱主提起報復訴訟,參與者可以向參與者的律師披露此類商業祕密,並在相關的法庭訴訟中使用該商業祕密信息,A-2規定參與者提交任何蓋有印章的包含商業祕密信息的文件,除非根據法院命令,否則不披露該商業祕密。2.非徵集契約-ADT人員(A)參與者同意,在參與者受僱或服務於公司期間,以及在(A)參與者從受僱或服務退休之日起至最終歸屬日期為止的期間內,或(B)參與者在公司的僱傭或服務分離後的兩(2)年內,參與者不得直接或間接地以參與者本人或代表他人的名義僱用或僱用公司的任何代理人、僱員或僱員,這些代理人、僱員或僱員擔任對管理層、組織、或為公司的業務提供服務。3.非邀約-客户(A)參與者同意,在參與者受僱於公司或提供服務期間,以及員工在公司離職後的18個月內,參與者不會直接或間接地以參與者本人或他人的名義招攬公司的任何客户從另一人或實體購買公司當時銷售的商品或服務,或協助或協助任何其他個人或實體招攬任何此類客户(S),只要公司從事類似業務。(B)“客户(S)”指參與者直接或間接(例如,通過參與者監督的員工)在參與者受僱或服務於本公司的最後一天之前的二十四(24)個月期間的任何時間直接或間接(例如,通過參與者監督的員工)拜訪、招攬、與之共事或結識的公司當前客户(個人或實體)。參與者同意本段中的契約將適用於上述定義的所有客户,即使公司的某些客户的身份可能為公眾所知,即使參與者在受僱於公司之前知道或曾與一個或多個此類客户打交道。4.禁令救濟;加速發現(A)如果參與者違反或威脅違反,或公司合理地相信參與者即將違反本RC協議中的任何限制性契諾,公司將有權獲得禁令救濟,以及公司在法律或衡平法上可能享有的任何其他權利或補救措施。參與者同意,公司將立即遭受不可挽回的損害,金錢損害不足以補償公司或維持現狀。因此,參與者A-3同意發佈臨時限制令和執行本RC協議所需的其他禁令救濟。(B)參賽者同意任何禁制令的有效期應增加至與參賽者未能遵守本《康復會協議》所載契諾的任何期間相同的數額。(C)參與者和公司同意,任何臨時限制令和/或臨時或初步禁令救濟的申請應完全由具有司法管轄權的法院裁決,即使參與者和公司是仲裁協議的當事方,該協議還包括本《仲裁協議》項下的糾紛。 5.限制性合同通知參與者同意,參與者將在接受僱傭、擔任顧問或承包商或從事商業企業之前,告訴任何潛在的新僱主、商業企業的合作伙伴、投資者和/或任何尋求參與者服務的實體,本RC協議的存在。 參與者同意在接受任何此類僱傭或參與任何此類業務或商業活動之前,向任何此類個人或實體提供本RC協議的真實正確副本。參與者進一步授權本公司向任何此類實體或個人(S)提供本RC協議的副本。6.修改和可分割性如果本RC協議的任何部分、條款、段落、短語、詞語和/或行(統稱“條款”)被認為是不可執行的,則本RC協議將被視為進行了必要的修改,以使其他不可執行的條款和本RC協議的其餘部分有效和可執行。如果法院或仲裁員拒絕按照本協議的規定修改本協議,則本協議的任何條款的無效或不可執行性不應影響其餘條款的有效性或可執行性,這些條款應像違規條款未包括在本協議中一樣予以執行。7.法律、管轄權和地點的選擇本RC協議將受參與者最後一次為公司工作或提供服務的美國州、區或地區的法律管轄、解釋和解釋,並根據該州、區或地區的法律確定其有效性,而不考慮此類司法管轄區的法律衝突原則。不論爭議可在哪個法院或仲裁法庭進行裁決,均適用此種法律。8.本協議具有約束力和可轉讓性,對雙方及其各自的繼承人、個人代表、繼承人、受讓人、附屬實體和


A-4任何利害關係方。參與者同意,如果本公司被另一家公司或商業實體收購、合併或以其他方式合併,則尚存實體將有權執行本《RC協議》的條款,猶如本公司本身執行《RC協議》一樣。參與者進一步同意本公司可以轉讓,並在此同意將本RC協議轉讓給本公司的任何關聯公司。參與者同意,如果參與者從一家公司附屬公司的僱傭或服務轉移到另一家公司附屬公司,則此類轉讓被視為在沒有任何進一步文件的情況下進行。9.律師費和認可費參與方和公司同意,在執行本RC協議的任何法律程序中,勝訴方有權獲得其實際費用和開支的補償,包括但不限於合理的律師費、費用和支出。參賽者確認並理解本公司特此建議參賽者在簽訂RC協議之前諮詢律師。參與者簽署2018年綜合激勵計劃獎勵協議,即表示參與者接受並同意完全遵守2018年綜合激勵計劃獎勵協議簽名頁中所述的本RC協議。V18-CO版本A-1 ADT,Inc.2018綜合激勵計劃獎勵協議限制性契約協議通過接受本協議項下的股權授予,除本限制性契約協議(“RC協議”)規定的任何其他陳述、保證和契約外,綜合獎勵計劃參與者(“參與者”)同意遵守和遵守下列契約。就本RC協議而言,“本公司”包括ADT公司及其子公司和附屬公司。1.保密和商業祕密(A)參賽者特此同意,在參賽者受僱於公司或為公司服務期間,參賽者不會使用或披露與公司任何業務有關的“保密信息”。(B)在本RC協議中,“機密信息”指一般不為公眾所知的任何信息或材料,這些信息或材料可能包括但不限於口頭、印刷、電子或任何其他形式或媒介的信息和材料,與公司的財務、會計、業務計劃、戰略計劃、人事和管理、開發和項目、營銷計劃、銷售、產品和服務、定價或定價策略、客户姓名和地址以及價目表、客户或潛在客户名單、其他客户信息(包括但不限於客户的經營方法、要求、與公司進行交易的偏好和歷史)、供應商名單、供應商信息(包括但不限於其與公司的交易歷史)、參與者檔案、技能、公司人員的績效和資格、其他機密信息和商業祕密、祕密配方、技術、方法、工藝、技術信息、發明(無論是專利還是非專利)、版權、專有技術、算法、計算機程序、計算機代碼和相關文件、流程、研究、開發、許可證、許可,以及與公司實際或預期業務有關的任何前述信息的彙編。以及根據保密義務或協議向本公司提供的第三方機密信息。“機密信息”不包括有關參與者的僱傭條款和條件或受《國家勞動關係法》保護的其他權利的信息。(C)參與者理解並同意,參與者同意不使用或披露保密信息和商業祕密,包括但不限於,該參與者將不會直接或間接:(I)使用公司商業祕密識別或鎖定現有客户,以獲取參與者個人利益或任何其他公司或實體的利益;(Ii)使用商業祕密為參與者個人利益或任何其他公司或實體的利益提供便利;和/或(Iii)使用商業祕密以其他方式與公司進行不公平競爭。A-2


DMS:6312786v5:3/19/2024 10:04:14 AM(D)允許的信息披露。(I)儘管本協議有任何相反規定,但根據USC第18條第1833(B)條規定的美國聯邦法律,參與者理解,參與者不應因披露以下商業祕密的任何機密信息而承擔刑事或民事責任:(1)直接或間接向聯邦、州或地方政府官員或律師保密,並僅出於舉報或調查涉嫌違法的目的;或(2)在訴訟或其他訴訟程序中提起的申訴或其他文件,如果是蓋章提出的。如果參與者因舉報涉嫌違法行為而向僱主提起報復訴訟,參與者可以向參與者的律師披露此類商業祕密,並在相關的法庭訴訟中使用該商業祕密信息,前提是參與者提交任何蓋有印章的包含商業祕密信息的文件,除非根據法院命令,否則不披露該商業祕密。(Ii)上述第1(A)至(C)條不適用於以下信息:(I)參與者的一般培訓、知識、技能或專長,無論是否在工作中獲得;(Ii)在向參與者披露之前已為公眾所知;(Iii)參與者或參與者的任何代表在向參與者披露後為公眾所知;(Iv)參與者有權披露為受法律保護的行為;或(V)適用的法律、法規或法律程序要求參與者披露信息(前提是參與者向僱主提供關於計劃披露的事先通知,並在尋求保護令或對此類信息的其他適當保護方面與僱主合理合作,費用由僱主承擔)。儘管前一句第(Ii)和(Iii)款有所規定,但如果只有部分信息屬於公共領域,則參與者對披露的信息保密的義務不會終止。2.非邀請書-ADT人員(A)參賽者同意,在參賽者受僱或服務於公司期間,以及在(A)參賽者從受僱或服務退休之日起至最終歸屬日期,或(B)參賽者在公司受僱或服務離職後兩(2)年期間(“非邀請期”)內,參賽者不會直接或間接為參賽者本人或代表他人招攬任何公司人員離開公司。(B)“公司人員”是指參與者在公司受僱或服務的最後一天之前二十四(24)個月內受僱於公司的任何人員,(I)參與者因業務目的與之有直接聯繫的人,或(Ii)參與者因接觸公司機密信息或商業祕密而知道的任何人。A-3


DMS:6312786v5:3/19/2024 10:04:14 AM 3.禁令救濟;加速發現(A)如果參與者違反或威脅違反,或公司合理地相信參與者即將違反本RC協議中的任何限制性契諾,公司將有權獲得禁令救濟,以及公司可能在法律或衡平法上有權享有的任何其他權利或補救措施。參與者同意,公司將立即遭受不可挽回的損害,金錢損害不足以補償公司或維持現狀。因此,參與者同意發佈臨時限制令和其他強制令救濟,以執行本RC協議。(B)參賽者同意任何禁制令的有效期應增加至與參賽者未能遵守本《康復會協議》所載契諾的任何期間相同的數額。(C)參與者和公司同意,任何臨時限制令和/或臨時或初步禁令救濟的申請應完全由具有司法管轄權的法院裁決,即使參與者和公司是仲裁協議的當事方,該協議還包括本《仲裁協議》項下的糾紛。參與者同意,在本節所述的情況下,參與者同意的上述禁制令救濟應由具有管轄權的法院批准,以等待對案情進行仲裁,以便在仲裁之前維持現狀。4.限制性契約通知參與者同意,參與者將在接受僱用、作為顧問或承包商聘用或參與商業企業之前,告知任何潛在的新僱主、商業企業的合作伙伴、投資者和/或任何尋求聘用參與者的服務的實體,本RC協議存在。參與者同意在接受任何此類僱傭或參與任何此類僱傭或商業活動之前,向任何此類個人或實體提供本RC協議的真實且正確的副本。參與者進一步授權本公司向任何此類實體或個人(S)提供本RC協議的副本。5.修改和可分割性如果本RC協議的任何部分、條款、段落、短語、詞語和/或行(統稱“條款”)被認為是不可執行的,則本RC協議將被視為進行了必要的修改,以使其他不可執行的條款和本RC協議的其餘部分有效和可執行。如果法院或仲裁員拒絕按照本協議的規定修改本協議,則本協議的任何條款的無效或不可執行性不應影響其餘條款的有效性或可執行性,這些條款應像違規條款未包括在本協議中一樣予以執行。6.法律、管轄權和地點的選擇本RC協議將由美國所在的州、區或領地的法律管轄、解釋、解釋並確定其有效性


DMS:6312786v5:3/19/2024 10:04:14 AM參與者最後一次為公司工作或提供服務時,不考慮該司法管轄區的法律衝突原則。不論爭議可在哪個法院或仲裁法庭進行裁決,均適用此種法律。7.具有約束力和可轉讓性本協議對雙方及其各自的繼承人、個人代表、繼承人、受讓人、附屬實體和任何利害關係方具有約束力,並符合他們的利益。參與者同意,如果本公司被另一家公司或商業實體收購、合併或以其他方式合併,則尚存實體將有權執行本《RC協議》的條款,猶如本公司本身執行《RC協議》一樣。參與者進一步同意本公司可以轉讓,並在此同意將本RC協議轉讓給本公司的任何關聯公司。參與者同意,如果參與者從一家公司附屬公司的僱傭或服務轉移到另一家公司附屬公司,則此類轉讓被視為在沒有任何進一步文件的情況下進行。8.律師費和認可費參與者和公司同意,在執行本RC協議的任何法律程序中,勝訴方有權獲得其實際費用和開支的補償,包括但不限於合理的律師費、費用和支出。參賽者確認並理解本公司特此建議參賽者在簽訂RC協議之前諮詢律師。參與者簽署2018年綜合激勵計劃獎勵協議,即表示參與者接受並同意完全遵守2018年綜合激勵計劃獎勵協議簽名頁中所述的本RC協議。


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.