Common use of Non-Competition; Non-Solicitation; Non-Hire Clause in Contracts

Non-Competition; Non-Solicitation; Non-Hire. (a) The Executive shall not, at any time during the Term or during the twenty-four (24) month period following the Date of Termination: (i) directly or indirectly engage in, have any equity interest in, or manage or operate any Person, firm, corporation, partnership, business or entity (whether as director, officer, employee, agent, representative, partner, security holder, consultant, or otherwise) that engages in (either directly or through any subsidiary or Affiliate thereof) any business or activity that competes with any of the businesses of the Company or any entity owned by the Company. Notwithstanding the foregoing, the Executive shall be permitted to acquire a passive stock or equity interest in such a business, provided that the stock or other equity interest acquired is not more than five percent (5%) of the outstanding interest in such business; (ii) directly or indirectly solicit, on his own behalf or on behalf of any other Person or entity, the services of, or hire, any individual who is (or, at any time during the previous year, was) an employee, independent contractor, or director of the Company (other than an individual who was within the previous year his personal assistant or secretary), or solicit any of the Company’s then-current employees, independent contractors, or directors to terminate services with the Company, provided that (A) following the six (6) month anniversary of the Date of Termination, the foregoing shall not apply to any employee, independent contractor or director who has been terminated by the Company at least six (6) months prior to such solicitation, and (B) the placement of general advertisements in newspapers, magazines or electronic media shall not, by itself, constitute a breach of this Section 6(a)(ii); or (iii) directly or indirectly, on his own behalf or on behalf of any other person or entity, recruit or otherwise solicit or induce any customer, subscriber, or supplier of the Company to terminate its arrangement with the Company, or otherwise change its relationship with the Company. (b) In the event that the terms of this Section 6 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action. (c) As used in this Section 6, the term “Company” shall include ADT Inc., the Company, and any direct or indirect subsidiaries thereof or any successors thereto. (d) The provisions contained in Section 6(a) may be waived with the prior written consent of the Board.

Non-Competition; Non-Solicitation; Non-Hire. (a) The To the fullest extent permitted by applicable law, the Executive shall not, at any time agrees that during the Term or during Executive’s employment with the twenty-four Company, and for the twelve (2412) month period following the Date Executive’s termination of Termination: (i) employment for any reason, the Executive will not, directly or indirectly engage inindirectly, have any equity interest inor equity-based interest, or manage work or operate any Personotherwise provide services as an employee, firm, corporation, partnership, business or entity (whether as directorcontractor, officer, employeeowner, agent, representativeconsultant, partner, security holder, consultant, director or otherwise) that engages , in (either directly or through any subsidiary or Affiliate thereof) any business or activity anywhere in the world that competes with any of the businesses of the Company or any entity owned by the Company. Notwithstanding the foregoing, the Executive shall be permitted to acquire a passive stock or equity interest in such a business, provided that the stock or other equity interest acquired is not more than five percent (5%) of the outstanding interest in such business; (iib) To the fullest extent permitted by applicable law, the Executive agrees that during the Executive’s employment with the Company, and for the twelve (12) month period following the Executive’s termination of employment for any reason, the Executive will not, directly or indirectly solicitindirectly, on his the Executive’s own behalf or on behalf of any other Person another (i) solicit, induce or entity, the services of, or hire, any individual who is (or, at any time during the previous year, was) an employee, independent contractor, or director of the Company (other than an individual who was within the previous year his personal assistant or secretary), or solicit any of the Company’s then-current employees, independent contractors, or directors attempt to terminate services with the Company, provided that (A) following the six (6) month anniversary of the Date of Termination, the foregoing shall not apply to any employee, independent contractor or director who has been terminated by the Company at least six (6) months prior to such solicitation, and (B) the placement of general advertisements in newspapers, magazines or electronic media shall not, by itself, constitute a breach of this Section 6(a)(ii); or (iii) directly or indirectly, on his own behalf or on behalf of any other person or entity, recruit or otherwise solicit or induce any customerofficer, subscriberdirector, employee or supplier consultant of the Company to terminate its arrangement their relationship with or leave the employ of the Company, or in any way interfere with the relationship between the Company, on the one hand, and any officer, director, employee, or consultant thereof, on the other hand, (ii) hire (or other similar arrangement) any Person (in any capacity whether as an officer, director, employee or consultant) who is, or at any time in the twelve (12) months preceding the Date of Termination was, an officer, director, employee or consultant of the Company or (iii) induce or attempt to induce any customer, supplier, prospect, licensee or other business relation of the Company to cease doing business with the Company, or otherwise change its relationship in any way interfere with the relationship between any such customer, supplier, prospect, licensee or business relation, on the one hand, and the Company, on the other hand. (bc) In the event that the terms of this Section 6 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action. The Executive hereby acknowledges that the terms of this Section 6 are reasonable in terms of duration, scope and area restrictions and are necessary to protect the goodwill of the Company. The Executive hereby authorizes the Company to inform any future employer or prospective employer of the existence and terms of Sections 6 and 7 of this Agreement without liability for interference with the Executive’s employment or prospective employment. (cd) As used in this Section 6, the term “Company” shall include ADT Inc.Parent, the Company, and any direct or indirect subsidiaries thereof or any successors thereto. (d) The provisions contained in Section 6(a) may be waived with the prior written consent of the Board.

Non-Competition; Non-Solicitation; Non-Hire. (a) The Executive shall not, at any time during the Term or during the twenty-four (24) month period following the Date of Termination: (i) directly or indirectly engage in, have any equity interest in, or manage or operate any Person, firm, corporation, partnership, business or entity (whether as director, officer, employee, agent, representative, partner, security holder, consultant, or otherwise) that engages in (either directly or through any subsidiary or Affiliate thereof) any business or activity that competes with any of the businesses of the Company or any entity owned by the Company. Notwithstanding the foregoing, the Executive shall be permitted to acquire a passive stock or equity interest in such a business, provided that the stock or other equity interest acquired is not more than five percent (5%) of the outstanding interest in such business; (ii) directly or indirectly solicit, on his her own behalf or on behalf of any other Person or entity, the services of, or hire, any individual who is (or, at any time during the previous year, was) an employee, independent contractor, or director of the Company (other than an individual who was within the previous year his her personal assistant or secretary), or solicit any of the Company’s then-current employees, independent contractors, or directors to terminate services with the Company, provided that (A) following the six (6) month anniversary of the Date of Termination, the foregoing shall not apply to any employee, independent contractor or director who has been terminated by the Company at least six (6) months prior to such solicitation, and (B) the placement of general advertisements in newspapers, magazines or electronic media shall not, by itself, constitute a breach of this Section 6(a)(ii); or (iii) directly or indirectly, on his her own behalf or on behalf of any other person or entity, recruit or otherwise solicit or induce any customer, subscriber, or supplier of the Company to terminate its arrangement with the Company, or otherwise change its relationship with the Company. (b) In the event that the terms of this Section 6 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action. (c) As used in this Section 6, the term “Company” shall include ADT Inc., the Company, and any direct or indirect subsidiaries thereof or any successors thereto. (d) The provisions contained in Section 6(a) may be waived with the prior written consent of the Board.

Non-Competition; Non-Solicitation; Non-Hire. (a) The Executive shall not, at any time during the Term Executive's employment with the Company or during the twenty-four (24) month period following the Date date of Terminationhis termination of employment for any reason: (i) directly or indirectly engage in, have any equity interest in, or manage or operate any Person, firm, corporation, partnership, business or entity (whether as director, officer, employee, agent, representative, partner, security holder, consultant, or otherwise) that engages in (either directly or through any subsidiary or Affiliate thereof) any business or activity that competes with any of the businesses of the Company or any entity owned by the Company; provided, that the foregoing non-competition provisions shall cease to apply upon the occurrence of a Change in Control of the Company (as defined in the CIC Plan). Notwithstanding the foregoing, the Executive shall be permitted to acquire a passive stock or equity interest in such a business, provided that the stock or other equity interest acquired is not more than five percent (5%) of the outstanding interest in such business; (ii) directly or indirectly solicit, on his own behalf or on behalf of any other Person or entity, the services of, or hire, any individual who is (or, at any time during the previous year, was) an employee, independent contractor, or director of the Company (other than an individual who was within the previous year his personal assistant or secretary), or solicit any of the Company’s 's then-current employees, independent contractors, or directors to terminate services with the Company, provided that (A) following the six (6) month anniversary of the Date of Termination, the foregoing shall not apply to any employee, independent contractor or director who has been terminated by the Company at least six (6) months prior to such solicitation, and (B) the placement of general advertisements in newspapers, magazines or electronic media shall not, by itself, constitute a breach of this Section 6(a)(ii); or (iii) directly or indirectly, on his own behalf or on behalf of any other person or entity, recruit or otherwise solicit or induce any customer, subscriber, or supplier of the Company to terminate its arrangement with the Company, or otherwise change its relationship with the Company. (b) In the event that the terms of this Section 6 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action. (c) As used in this Section 66 and Section 7, the term “"Company” " shall include ADT Inc., the CompanyCompany and each of its subsidiaries and Affiliates, and any direct or indirect subsidiaries thereof or any and all successors thereto. (d) The provisions contained in Section 6(a) may be waived with the prior written consent of the Board.

Non-Competition; Non-Solicitation; Non-Hire. (a) The Executive shall not, at any time during the Term Executive’s employment with the Company or during the twenty-four (24) month period following the Date date of Termination:his termination of employment for any reason (whether before or after the expiration of the Term): (i) directly or indirectly engage in, have any equity interest in, or manage or operate any Person, firm, corporation, partnership, business business, or entity (whether as director, officer, employee, agent, representative, partner, security holder, consultant, or otherwise) that engages in (either directly or through any subsidiary or Affiliate thereof) any business or activity that competes with any of the businesses of the Company or any entity owned by the Company. Notwithstanding the foregoing, the Executive shall be permitted to acquire a passive stock or equity interest in such a business, provided that the stock or other equity interest acquired is not more than five percent (5%) of the outstanding interest in such business; (ii) directly or indirectly solicit, on his own behalf or on behalf of any other Person or entity, the services of, or hire, any individual who is (or, at any time during the previous year, was) an employee, independent contractor, or director of the Company (other than an individual who was within the previous year his personal assistant or secretary), or solicit any of the Company’s then-current employees, independent contractors, or directors to terminate services with the Company, provided that (A) following the six (6) month anniversary of the Date of Termination, the foregoing shall not apply to any employee, independent contractor contractor, or director who has been terminated by the Company at least six (6) months prior to such solicitation, and (B) the placement of general advertisements in newspapers, magazines magazines, or electronic media shall not, by itself, constitute a breach of this Section 6(a)(ii); or (iii) directly or indirectly, on his own behalf or on behalf of any other person or entity, recruit or otherwise solicit or induce any customer, subscriber, or supplier of the Company to terminate its arrangement with the Company, or otherwise change its relationship with the Company. (b) In the event that the terms of this Section 6 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action. (c) As used in this Section 66 and Section 7, the term “Company” shall include ADT Inc., the CompanyCompany and each of its subsidiaries and Affiliates, and any direct or indirect subsidiaries thereof or any and all successors thereto. (d) The provisions contained in Section 6(a) may be waived with the prior written consent of the Board.

Non-Competition; Non-Solicitation; Non-Hire. (a) The Executive shall not, at any time during the Term or during the twenty-four (24) month period following the Date of Termination: (i) directly or indirectly engage in, have any equity interest in, or manage or operate any Person, firm, corporation, partnership, business or entity (whether as director, officer, employee, agent, representative, partner, security holder, consultant, or otherwise) that engages in (either directly or through any subsidiary or Affiliate thereof) any business or activity that competes with any of the businesses of the Company or any entity owned by the Company. Notwithstanding the foregoing, the Executive shall be permitted to acquire a passive stock or equity interest in such a business, provided that the stock or other equity interest acquired is not more than five percent (5%) of the outstanding interest in such business; (ii) directly or indirectly solicit, on his own behalf or on behalf of any other Person or entity, the services of, or hire, any individual who is (or, at any time during the previous year, was) an employee, independent contractor, or director of the Company (other than an individual who was within the previous year his personal assistant or secretary), or solicit any of the Company’s then-current employees, independent contractors, or directors to terminate services with the Company, provided that (A) following the six (6) month anniversary of the Date of Termination, the foregoing shall not apply to any employee, independent contractor or director who has been terminated by the Company at least six (6) months prior to such solicitation, and (B) the placement of general advertisements in newspapers, magazines or electronic media shall not, by itself, constitute a breach of this Section 6(a)(ii); or (iii) directly or indirectly, on his own behalf or on behalf of any other person or entity, recruit or otherwise solicit or induce any customer, subscriber, or supplier of the Company Doc#: US1:12259230v9 to terminate its arrangement with the Company, or otherwise change its relationship with the Company. (b) In the event that the terms of this Section 6 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action. (c) As used in this Section 6, the term “Company” shall include ADT Inc., the Company, and any direct or indirect subsidiaries thereof or any successors thereto. (d) The provisions contained in Section 6(a) may be waived with the prior written consent of the Board.

Non-Competition; Non-Solicitation; Non-Hire. (a) The To the fullest extent permitted by applicable law, the Executive shall not, at any time agrees that during the Term or during Executive’s employment with the twenty-Company, and for the twenty four (24) month period following the Date Executive’s termination of Termination: (i) employment for any reason, the Executive will not, directly or indirectly engage inindirectly, have any equity interest inor equity-based interest, or manage work or operate any Personotherwise provide services as an employee, firm, corporation, partnership, business or entity (whether as directorcontractor, officer, employeeowner, agent, representativeconsultant, partner, security holder, consultant, director or otherwise) that engages , in (either directly or through any subsidiary or Affiliate thereof) any business or activity anywhere in the world that competes with any of the businesses of the Company or any entity owned by the Company. Notwithstanding the foregoing, the Executive shall be permitted to acquire a passive stock or equity interest in such a business, provided that the stock or other equity interest acquired is not more than five percent (5%) of the outstanding interest in such business; (iib) To the fullest extent permitted by applicable law, the Executive agrees that during the Executive’s employment with the Company, and for the twenty four (24) month period following the Executive’s termination of employment for any reason, the Executive will not, directly or indirectly solicitindirectly, on his the Executive’s own behalf or on behalf of any other Person another (i) solicit, induce or entity, the services of, or hire, any individual who is (or, at any time during the previous year, was) an employee, independent contractor, or director of the Company (other than an individual who was within the previous year his personal assistant or secretary), or solicit any of the Company’s then-current employees, independent contractors, or directors attempt to terminate services with the Company, provided that (A) following the six (6) month anniversary of the Date of Termination, the foregoing shall not apply to any employee, independent contractor or director who has been terminated by the Company at least six (6) months prior to such solicitation, and (B) the placement of general advertisements in newspapers, magazines or electronic media shall not, by itself, constitute a breach of this Section 6(a)(ii); or (iii) directly or indirectly, on his own behalf or on behalf of any other person or entity, recruit or otherwise solicit or induce any customerofficer, subscriberdirector, employee or supplier consultant of the Company to terminate its arrangement their relationship with or leave the employ of the Company, or in any way interfere with the relationship between the Company, on the one hand, and any officer, director, employee, or consultant thereof, on the other hand, (ii) hire (or other similar arrangement) any Person (in any capacity whether as an officer, director, employee or consultant) who is, or at any time in the twelve (12) months preceding the Date of Termination was, an officer, director, employee or consultant of the Company or (iii) induce or attempt to induce any customer, supplier, prospect, licensee or other business relation of the Company to cease doing business with the Company, or otherwise change its relationship in any way interfere with the relationship between any such customer, supplier, prospect, licensee or business relation, on the one hand, and the Company, on the other hand. (bc) In the event that the terms of this Section 6 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action. The Executive hereby acknowledges that the terms of this Section 6 are reasonable in terms of duration, scope and area restrictions and are necessary to protect the goodwill of the Company. The Executive hereby authorizes the Company to inform any future employer or prospective employer of the existence and terms of Sections 6 and 7 of this Agreement without liability for interference with the Executive’s employment or prospective employment. (cd) As used in this Section 6, the term “Company” shall include ADT Inc.Parent, the Company, and any direct or indirect subsidiaries thereof or any successors thereto. (d) The provisions contained in Section 6(a) may be waived with the prior written consent of the Board.

Non-Competition; Non-Solicitation; Non-Hire. (a) The Executive shall not, at any time during the Term Executive's employment with the Company or during the twenty-four (24) month period following the Date date of Termination: his termination of employment for any reason: (i) directly or indirectly engage in, have any equity interest in, or manage or operate any Person, firm, corporation, partnership, business or entity (whether as director, officer, employee, agent, representative, partner, security holder, consultant, or otherwise) that engages in (either directly or through any subsidiary or Affiliate thereof) any business or activity that competes with any of the businesses of the Company or any entity owned by the Company; provided, that the foregoing non-competition provisions shall cease to apply upon the occurrence of a Change in Control of the Company (as defined in the CIC Plan). Notwithstanding the foregoing, the Executive shall be permitted to acquire a passive stock or equity interest in such a business, provided that the stock or other equity interest acquired is not more than five percent (5%) of the outstanding interest in such business; ; (ii) directly or indirectly solicit, on his own behalf or on behalf of any other Person or entity, the services of, or hire, any individual who is (or, at any time during the previous year, was) an employee, independent contractor, or director of the Company (other than an individual who was within the previous year his personal assistant or secretary), or solicit any of the Company’s 's then-current employees, independent contractors, or directors to terminate services with the Company, provided that (A) following the six (6) month anniversary of the Date of Termination, the foregoing shall not apply to any employee, independent contractor or director who has been terminated by the Company at least six (6) months prior to such solicitation, and (B) the placement of general advertisements in newspapers, magazines or electronic media shall not, by itself, constitute a breach of this Section 6(a)(ii); or or 10 (iii) directly or indirectly, on his own behalf or on behalf of any other person or entity, recruit or otherwise solicit or induce any customer, subscriber, or supplier of the Company to terminate its arrangement with the Company, or otherwise change its relationship with the Company. . (b) In the event that the terms of this Section 6 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action. (c) As used in this Section 6, the term “Company” shall include ADT Inc., the Company, and any direct or indirect subsidiaries thereof or any successors thereto. (d) The provisions contained in Section 6(a) may be waived with the prior written consent of the Board.

Non-Competition; Non-Solicitation; Non-Hire. (a) The Executive shall not, at any time during the Term or during the twenty-four (24) month period following the Date of Termination (or if such Date of Termination occurs following a Realization Event, the six (6) month period following the Date of Termination:): (i) directly or indirectly engage in, have any equity interest in, or manage or operate any Person, firm, corporation, partnership, business or entity (whether as director, officer, employee, agent, representative, partner, security holder, consultant, or otherwise) that engages in (either directly or through any subsidiary or Affiliate thereof) any business or activity that competes with any of the businesses of the Company or any entity owned by the Company. Notwithstanding the foregoing, the Executive shall be permitted to acquire a passive stock or equity interest in such a business, provided that the stock or other equity interest acquired is not more than five percent (5%) of the outstanding interest in such business; (ii) directly or indirectly solicit, on his own behalf or on behalf of any other Person or entity, the services of, or hire, any individual who is (or, at any time during the previous year, was) an employee, independent contractor, or director of the Company (other than an individual who was within the previous year his personal assistant or secretary), or solicit any of the Company’s then-current employees, independent contractors, or directors to terminate services with the Company, provided that (A) following the six (6) month anniversary of the Date of Termination, the foregoing shall not apply to any employee, independent contractor or director who has been terminated by the Company at least six (6) months prior to such solicitation, and (B) the placement of general advertisements in newspapers, magazines or electronic media shall not, by itself, constitute a breach of this Section 6(a)(ii); or (iii) directly or indirectly, on his own behalf or on behalf of any other person or entity, recruit or otherwise solicit or induce any customer, subscriber, or supplier of the Company to terminate its arrangement with the Company, or otherwise change its relationship with the Company. (b) In the event that the terms of this Section 6 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action. (c) As used in this Section 6, the term “Company” shall include ADT Inc., the Company, and any direct or indirect subsidiaries thereof or any successors thereto. (d) The provisions contained in Section 6(a) may be waived with the prior written consent of the Board.