Severance Plan
You will be eligible to participate in The ADT Corporation Severance Plan for U.S. Officers and Executives (“Severance Plan”).
Non-Competition and Non-Solicitation
In accepting
this employment offer, and in consideration of this employment offer and/or ADT’s continued obligation and promise to provide you with confidential and propriety information pertaining to its business operations and customers, and your promise
and obligation not to use or disclose that information except in the course of performing your job duties, you agree that, except as prohibited by Jaw, during your employment with ADT and its parents, subsidiaries, or affiliates, and for the one
(I) year period following your termination of employment for any reason, you 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 (i) located in or provides services or products to a region with respect to which you had substantial responsibilities while employed by ADT or its parents, subsidiaries, or affiliates, and
(ii) competitive with (A) the line of business or businesses of ADT or its parents, subsidiaries, or affiliates that you were employed with during your employment (including any prospective business to be developed or acquired that was
proposed at the date of termination), or (B) any other business of ADT or its parents, subsidiaries, or affiliates with respect to which you had substantial exposure during such employment.
Further, in accepting this employment offer, and in consideration of this employment offer and/or ADT’s continued obligation and promise to provide you
with confidential and propriety information pertaining to its business operations and customers, and your promise and obligation not to use or disclose that information except in the course of performing your job duties, you agree that, except as
prohibited by law, during your employment with ADT and its parents, subsidiaries, or affiliates, and for the two (2) year period thereafter, you will not, directly or indirectly, on your own behalf or on behalf of another (i) solicit,
recruit, aid, or induce any Employee of ADT or its parents, subsidiaries, or affiliates to leave their employment with ADT or its parents, subsidiaries, or affiliates in order to accept employment with or render services to another person or entity
unaffiliated with ADT or its parents, subsidiaries, or affiliates, or hire or knowingly take any action to assist or aid any other person or entity in identifying or hiring any such Employee, or (ii) solicit, aid, or induce any Customer of ADT
or its parents, subsidiaries, or affiliates to purchase goods or services then sold by ADT or its parents, subsidiaries, or affiliates from another person or entity, or assist or aid any other persons or entity in identifying or soliciting any such
Customer, or (iii) otherwise interfere with the relationship of ADT or its parents, subsidiaries, or affiliates with any of their employees, customers, vendors, agents, or representatives.
“Employee(s)” means any person who was employed by ADT or its parents, subsidiaries, or affiliates during the twenty-four (24) month period
prior to your last day of employment with ADT or its parents, subsidiaries, or affiliates (for any reason) whom you had direct contact for business purposes or whom you knew about because of your access to ADT’s confidential information or
trade secrets. “Customer(s)” means any person or business that you, directly or indirectly (e.g., through employees whom you supervised), called upon, solicited, worked with, or became acquainted with during the course of your employment
with ADT or its parents, subsidiaries, or affiliates (whether or not you had a relationship with such customer prior to your employment with ADT).
Irreparable injury will result to ADT and to its business, in the event of a breach by you of any of your covenants and commitments you have accepted as a
condition of this employment offer, including the covenants of non-competition and non-solicitation. Therefore, in the event of a breach of such covenants and commitments, ADT reserves all rights to seek any and all remedies and damages permitted
under law, including, but not limited to, injunctive relief, equitable relief and compensatory damages.
Governing Law
The validity, interpretation, construction and performance of the provisions of this offer letter shall be governed by the laws of the state of Florida without
reference to principles of conflicts of laws that would direct the application of the law of any other jurisdiction. In the event of any dispute between the parties, it is agreed that the United States courts shall be the exclusive forum for the
resolution of the same.
