formofrestrictedstockuni






      ADT INC.  2018 OMNIBUS INCENTIVE PLAN  RESTRICTED STOCK UNIT AWARD AGREEMENT  THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), is entered into  as of [__________], 20[__] (the “Date of Grant”), by and between ADT Inc., a Delaware corporation (the  “Company”), and [________] (the “Participant”). Capitalized terms used in this Agreement and not  otherwise defined herein have the meanings ascribed to such terms in the ADT Inc. 2018 Omnibus Incentive  Plan, as amended, restated or otherwise modified from time to time in accordance with its terms (the  “Plan”).  WHEREAS, the Company has adopted the Plan, pursuant to which restricted stock units (“RSUs”)  may be granted; and  WHEREAS, the Committee has determined that it is in the best interests of the Company and its  stockholders to grant the RSUs provided for herein to the Participant on the terms and subject to the  conditions set forth herein.   NOW, THEREFORE, for and in consideration of the premises and the covenants of the parties  contained in this Agreement, and for other good and valuable consideration, the receipt of which is hereby  acknowledged, the parties hereto, for themselves, their successors and assigns, hereby agree as follows:   1. Grant of Restricted Stock Units.  (a) Grant. The Company hereby grants to the Participant a total of [_____] RSUs, on the terms  and subject to the conditions set forth in this Agreement and as otherwise provided in the Plan.  The RSUs  shall vest in accordance with Section 2.  The RSUs shall be credited to a separate book-entry account  maintained for the Participant on the books of the Company.  (b) Incorporation by Reference. The provisions of the Plan are incorporated herein by  reference. Except as otherwise expressly set forth herein, this Agreement shall be construed in accordance  with the provisions of the Plan and any interpretations, amendments, rules and regulations promulgated by  the Committee from time to time pursuant to the Plan.  The Committee shall have final authority to interpret  and construe the Plan and this Agreement and to make any and all determinations under them, and its  decision shall be binding and conclusive upon the Participant and the Participant’s beneficiary in respect of  any questions arising under the Plan or this Agreement.  The Participant acknowledges that the Participant  has received a copy of the Plan and has had an opportunity to review the Plan and agrees to be bound by  all the terms and provisions of the Plan.  2. Vesting; Settlement.  (a) Except as may otherwise be provided herein, the RSUs shall vest [in equal installments on  each of the first [●] anniversaries] of the Date of Grant (each such date, a “Vesting Date”), subject to the  Participant’s continued employment with, appointment as a director of, or engagement to provide services  to, the Company or any of its Affiliates through the applicable Vesting Date.  Any fractional RSU resulting  from the application of the vesting schedule shall be aggregated and the RSU resulting from such  aggregation shall vest on the final Vesting Date.  Upon vesting, the RSUs shall no longer be subject to  cancellation pursuant to Section 4 hereof.  (b) Each RSU shall be settled within 10 days following the Vesting Date in shares of Common  Stock.  





 






2  3. Dividend Equivalents.  In the event of any issuance of a cash dividend on the shares of Common  Stock (a “Dividend”), the Participant shall be credited, as of the payment date for such Dividend, with an  additional number of RSUs (each, an “Additional RSU”) equal to the quotient obtained by dividing (x) the  product of (i) the number of RSUs granted pursuant to this Agreement and outstanding as of the record date  for such Dividend multiplied by (ii) the amount of the Dividend per share, by (y) the Fair Market Value per  share on the payment date for such Dividend, such quotient to be rounded to the nearest hundredth.  Once  credited, each Additional RSU shall be treated as an RSU granted hereunder and shall be subject to all  terms and conditions set forth in this Agreement and the Plan.  4. Termination of Employment or Services.    (a) Generally.  Except as otherwise provided herein, if the Participant’s employment with,  membership on the board of directors of, or engagement to provide services to the Company or any of its  Affiliates terminates for any reason (including, but not limited to, a termination by the Company with or  without Cause), all unvested RSUs shall be canceled immediately and the Participant shall not be entitled  to receive any payments with respect thereto.   (b) Death or Disability.  Notwithstanding anything to the contrary in Section 4, if the  Participant’s employment with, membership on the board of directors of, or engagement to provide services  to the Company or any of its Affiliates terminates due to the Participant’s death or Disability, then all  unvested RSUs shall become fully vested as of the date of such termination which shall be the final Vesting  Date.  Notwithstanding anything to the contrary in Section 2(b), in the event of the Participant’s death, the  RSUs will be settled within 90 days following the date of the Participant’s death.  (c) Retirement.  Notwithstanding anything to the contrary in Section 4, if the Participant’s  employment with, membership on the board of directors of, or engagement to provide services to the  Company or any of its Affiliates terminates due to the Participant’s Retirement (defined below) more than  twelve (12) months after the Date of Grant, the RSUs will continue to vest in accordance with Section 2(a)  hereof.  Each RSU that vests in accordance with this Section 4(c) shall be settled in accordance with the  terms of Section 2(b) hereof. Notwithstanding the foregoing, the Participant shall not be eligible for such  continued vesting and all unvested RSUs shall be canceled immediately if the Participant’s voluntary  termination of employment with or service to the Company or any of its Affiliates is a result of the  Participant’s Retirement less than twelve (12) months after the Date of Grant.  For purposes of this Section  4(c), “Retirement” shall mean a termination of the Participant’s employment with, membership on the board  of directors of, or engagement to provide services to the Company or any of its Affiliates as a result of the  Participant’s voluntary resignation on or after age 55 if the sum of the Participant’s age and full years of  service with the Company is at least 60.  (d) Change in Control.    (i) Notwithstanding anything to the contrary in Section 4, if the Participant’s  employment with, membership on the board of directors of, or engagement to provide services to  the Company or any of its Affiliates is terminated by the Company without Cause or by the  Participant as a result of a Good Reason Resignation (defined below), in either case during the 24- month period after the date of a Change in Control, then all unvested RSUs shall become fully  vested as of the date of such termination, which shall be the final Vesting Date. Each RSU that  vests in accordance with this Section 4(d) shall be settled in accordance with the terms of Section  2(b).  (ii) For purposes of this Agreement, “Good Reason Resignation” (i) shall have the  meaning given such term (or term of similar import) in any employment, consulting, change-in- 





 






3  control, severance or any other agreement between the Participant and the Company or an Affiliate,  or severance plan in which the Participant is eligible to participate, in either case in effect at the  time of the Participant’s termination of employment or service with the Company and its Affiliates,  or (ii) if “good reason resignation” or term of similar import is not defined in, or in the absence of,  any such employment, consulting, change-in-control, severance or any other agreement between  the Participant and the Company or an Affiliate, or severance plan in which the Participant is  eligible to participate, means any termination of the Participant’s employment or service with the  Company and its Affiliates by the Participant that is caused by any one or more of the following  events that occurs during the period beginning 60 days prior to the date of a Change in Control and  ending 24 months after the date of such Change in Control:   (A) Without the Participant’s written consent, assignment to the Participant of  any duties inconsistent in any material respect with the Participant’s authority, duties or  responsibilities as in effect immediately prior to the Change in Control that represent a  material diminution of such duties, or any other action by the Company that results in a  material diminution in such authority, duties or responsibilities;  (B)  Without the Participant’s written consent, a material change in the  geographic location at which the Participant must perform services to a location that is  more than 50 miles from the Participant’s principal place of business immediately  preceding the Change in Control, provided that such change in location extends the  commute of such Participant; or  (C) Without the Participant’s written consent, a material reduction to the  Participant’s base compensation and benefits, taken as a whole, as in effect immediately  prior to the Change in Control.   Notwithstanding the foregoing, the Participant shall be considered to have a Good Reason  Resignation only if the Participant provides written notice to the Company specifying in reasonable  detail the events or conditions upon which the Participant is basing such Good Reason Resignation  and the Participant provides such notice within 90 days after the event that gives rise to the Good  Reason Resignation. Within 30 days after notice has been received, the Company shall have the  opportunity, but shall have no obligation, to cure such events or conditions that give rise to the  Good Reason Resignation. If the Company does not cure such events or conditions within the 30- day period, the Participant must terminate employment or service with the Company based on Good  Reason Resignation within 30 days after the expiration of the cure period.  5. Rights as a Stockholder.  The Participant shall not be deemed for any purpose to be the owner of  any shares of Common Stock underlying the RSUs unless, until and to the extent that (i) the Company shall  have issued and delivered to the Participant the shares of Common Stock underlying the RSUs and (ii) the  Participant’s name shall have been entered as a stockholder of record with respect to such shares of  Common Stock on the books of the Company.  The Company shall cause the actions described in clauses  (i) and (ii) of the preceding sentence to occur promptly following settlement as contemplated by this  Agreement, subject to compliance with applicable laws.  6. Compliance with Legal Requirements.     (a) Generally. The granting and settlement of the RSUs, and any other obligations of the  Company under this Agreement, shall be subject to all applicable U.S. federal, state and local laws, rules  and regulations, all applicable non-U.S. laws, rules and regulations and to such approvals by any regulatory  or governmental agency as may be required. The Participant agrees to take all steps that the Committee or  





 






4  the Company determines are reasonably necessary to comply with all applicable provisions of U.S. federal  and state securities law and non-U.S. securities law in exercising the Participant’s rights under this  Agreement.    (b) Tax Withholding. Vesting and settlement of the RSUs shall be subject to the Participant’s  satisfying any applicable U.S. federal, state and local tax withholding obligations and non-U.S. tax  withholding obligations.  The Company shall have the right and is hereby authorized to withhold from any  amounts payable to the Participant in connection with the RSUs or otherwise the amount of any required  withholding taxes in respect of the RSUs, their settlement or any payment or transfer of the RSUs or under  the Plan and to take any such other action as the Committee or the Company deem necessary to satisfy all  obligations for the payment of such withholding taxes (up to the maximum permissible withholding  amounts), including the right to sell the number of shares of Common Stock that would otherwise be  available for delivery upon settlement of the RSUs necessary to generate sufficient proceeds to satisfy  withholding obligations.  The Participant may elect to satisfy, and the Company may require the Participant  to satisfy, in whole or in part, the tax obligations by withholding shares of Common Stock that would  otherwise be deliverable to the Participant upon settlement of the RSUs with a Fair Market Value equal to  such withholding liability.    7. Clawback.  Notwithstanding anything to the contrary contained herein, the Committee may cancel  the RSU award if the Participant, without the consent of the Company, has engaged in or engages in activity  that is in conflict with or adverse to the interests of the Company or any Affiliate while employed by,  serving as a director of, or otherwise providing services to the Company or any Affiliate, including fraud  or conduct contributing to any financial restatements or irregularities, or any violation of any of the  covenants set forth on Exhibit A attached hereto or any other non-competition, non-solicitation, non- disparagement or non-disclosure covenant or agreement with the Company or any Affiliate (after giving  effect to any applicable cure period set forth therein), as determined by the Committee.  In such event, the  Participant will forfeit any compensation, gain or other value realized thereafter on the vesting or settlement  of the RSUs, the sale or other transfer of the RSUs, or the sale of shares of Common Stock acquired in  respect of the RSUs (provided that the RSUs vested during the 12-month period immediately prior to the  Participant’s adverse activity), and must promptly repay such amounts to the Company.  If the Participant  receives any amount in excess of what the Participant should have received under the terms of the RSUs  for any reason (including without limitation by reason of a financial restatement, mistake in calculations or  other administrative error), all as determined by the Committee, then the Participant shall promptly repay  any such excess amount to the Company.  To the extent required by applicable law or the rules and  regulations of the NYSE or any other securities exchange or inter-dealer quotation system on which the  Common Stock is listed or quoted, or if so required pursuant to a written policy adopted by the Company,  the RSUs shall be subject (including on a retroactive basis) to clawback, forfeiture or similar requirements  (and such requirements shall be deemed incorporated by reference into this Agreement).  8. Restrictive Covenants.  (a) Without limiting any other non-competition, non-solicitation, non-disparagement or non- disclosure or other similar agreement to which the Participant may be a party, the Participant shall be subject  to the confidentiality and restrictive covenants set forth on Exhibit A attached hereto, which Exhibit A is  incorporated herein and forms part of this Agreement.   (b) In the event that the Participant violates any of the restrictive covenants referred to in this  Section 8, in addition to any other remedy that may be available at law or in equity, the RSUs shall be  automatically forfeited effective as of the date on which such violation first occurs.  The foregoing rights  and remedies are in addition to any other rights and remedies that may be available to the Company and  shall not prevent (and the Participant shall not assert that they shall prevent) the Company from bringing  





 






5  one or more actions in any applicable jurisdiction to recover damages as a result of the Participant’s breach  of such restrictive covenants.  9. Miscellaneous.  (a) Transferability. The RSUs may not be assigned, alienated, pledged, attached, sold or  otherwise transferred or encumbered (a “Transfer”) by the Participant other than by will or by the laws of  descent and distribution, pursuant to a qualified domestic relations order or as otherwise permitted under  Section 14(b) of the Plan.  Any attempted Transfer of the RSUs contrary to the provisions hereof, and the  levy of any execution, attachment or similar process upon the RSUs, shall be null and void and without  effect.  (b) Waiver. Any right of the Company contained in this Agreement may be waived in writing  by the Committee. No waiver of any right hereunder by any party shall operate as a waiver of any other  right, or as a waiver of the same right with respect to any subsequent occasion for its exercise, or as a waiver  of any right to damages. No waiver by any party of any breach of this Agreement shall be held to constitute  a waiver of any other breach or a waiver of the continuation of the same breach.   (c) Section 409A. The RSUs are intended to be exempt from, or compliant with, Section 409A  of the Code. Notwithstanding the foregoing or any provision of the Plan or this Agreement, if any provision  of the Plan or this Agreement contravenes Section 409A of the Code or could cause the Participant to incur  any tax, interest or penalties under Section 409A of the Code, the Committee may, in its sole discretion and  without the Participant’s consent, modify such provision to (i) comply with, or avoid being subject to,  Section 409A of the Code, or to avoid the incurrence of taxes, interest and penalties under Section 409A of  the Code, and/or (ii) maintain, to the maximum extent practicable, the original intent and economic benefit  to the Participant of the applicable provision without materially increasing the cost to the Company or  contravening the provisions of Section 409A of the Code. This Section 9(c) does not create an obligation  on the part of the Company to modify the Plan or this Agreement and does not guarantee that the RSUs will  not be subject to interest and penalties under Section 409A.  (d) General Assets. All amounts credited in respect of the RSUs to the book-entry account  under this Agreement shall continue for all purposes to be part of the general assets of the Company.  The  Participant’s interest in such account shall make the Participant only a general, unsecured creditor of the  Company.  (e) Notices. Any notices provided for in this Agreement or the Plan shall be in writing and  shall be deemed sufficiently given if either hand delivered or if sent by fax, pdf/email or overnight courier,  or by postage-paid first-class mail. Notices sent by mail shall be deemed received three business days after  mailing but in no event later than the date of actual receipt. Notices shall be directed, if to the Participant,  at the Participant’s address indicated by the Company’s records, or if to the Company, to the attention of  the General Counsel at the Company’s principal executive office.  (f) Severability. The invalidity or unenforceability of any provision of this Agreement shall  not affect the validity or enforceability of any other provision of this Agreement, and each other provision  of this Agreement shall be severable and enforceable to the extent permitted by law.   (g) No Rights to Employment, Directorship or Service. Nothing contained in this Agreement  shall be construed as giving the Participant any right to be retained, in any position, as an employee,  consultant or director of the Company or any of its Affiliates or shall interfere with or restrict in any way  the rights of the Company or any of its Affiliates, which are hereby expressly reserved, to remove, terminate  or discharge the Participant at any time for any reason whatsoever.   





 






6  (h) Fractional Shares. In lieu of issuing a fraction of a share of Common Stock resulting from  adjustment of the RSUs pursuant to Section 11 of the Plan or otherwise, the Company shall be entitled to  pay to the Participant an amount in cash equal to the Fair Market Value of such fractional share.   (i) Beneficiary. The Participant may file with the Committee a written designation of a  beneficiary on such form as may be prescribed by the Committee and may, from time to time, amend or  revoke such designation.   (j) Successors. The terms of this Agreement shall be binding upon and inure to the benefit of  the Company and its successors and assigns, and of the Participant and the beneficiaries, executors,  administrators, heirs and successors of the Participant.   (k) Entire Agreement. This Agreement (including Exhibit A attached hereto) and the Plan  contain the entire agreement and understanding of the parties hereto with respect to the subject matter  contained herein and supersede all prior communications, representations and negotiations in respect  thereto, other than any other non-competition, non-solicitation, non-disparagement or non-disclosure or  other similar agreement to which the Participant may be a party, the covenants of which shall continue to  apply to the Participant in addition to the covenants in Exhibit A hereto, in accordance with the terms of  such agreement. No change, modification or waiver of any provision of this Agreement shall be valid unless  the same be in writing and signed by the parties hereto, except for any changes permitted without consent  under Section 11 or 13 of the Plan.   (l) Governing Law and Venue. This Agreement shall be construed and interpreted in  accordance with the laws of the State of Delaware, without regard to principles of conflicts of laws thereof,  or principles of conflicts of laws of any other jurisdiction that could cause the application of the laws of any  jurisdiction other than the State of Delaware.    (i) Dispute Resolution; Consent to Jurisdiction. All disputes between or among any  Persons arising out of or in any way connected with the Plan, this Agreement or the RSUs shall be  solely and finally settled by the Committee, acting in good faith, the determination of which shall  be final.   Any matters not covered by the preceding sentence shall be solely and finally settled in  accordance with the Plan, and the Participant and the Company consent to the personal jurisdiction  of the United States federal and state courts sitting in Wilmington, Delaware, as the exclusive  jurisdiction with respect to matters arising out of or related to the enforcement of the Committee’s  determinations and resolution of matters, if any, related to the Plan or this Agreement not required  to be resolved by the Committee.  Each such Person hereby irrevocably consents to the service of  process of any of the aforementioned courts in any such suit, action or proceeding by the mailing  of copies thereof by registered or certified mail, postage prepaid, to the last known address of such  Person, such service to become effective ten (10) days after such mailing.  (ii) Waiver of Jury Trial. Each party hereto hereby waives, to the fullest extent  permitted by applicable law, any right it may have to a trial by jury in any legal proceeding directly  or indirectly arising out of or relating to this Agreement or the transactions contemplated (whether  based on contract, tort or any other theory).  Each party hereto (A) certifies that no representative,  agent or attorney of any other party has represented, expressly or otherwise, that such other party  would not, in the event of litigation, seek to enforce the foregoing waiver and (B) acknowledges  that it and the other parties hereto have been induced to enter into this Agreement by, among other  things, the mutual waivers and certifications in this section.    (m) Headings. The headings of the Sections hereof are provided for convenience only and are  not to serve as a basis for interpretation or construction, and shall not constitute a part, of this Agreement.    





 






7  (n) Counterparts. This Agreement may be executed in one or more counterparts (including via  facsimile and electronic image scan (pdf)), each of which shall be deemed to be an original, but all of which  together shall constitute one and the same instrument and shall become effective when one or more  counterparts have been signed by each of the parties and delivered to the other parties.  (o) Electronic Signature and Delivery. This Agreement may be accepted by return signature  or by electronic confirmation.  By accepting this Agreement, the Participant consents to the electronic  delivery of prospectuses, annual reports and other information required to be delivered by U.S. Securities  and Exchange Commission rules (which consent may be revoked in writing by the Participant at any time  upon three business days’ notice to the Company, in which case subsequent prospectuses, annual reports  and other information will be delivered in hard copy to the Participant).  (p) Electronic Participation in Plan. The Company may, in its sole discretion, decide to deliver  any documents related to current or future participation in the Plan by electronic means.  The Participant  hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan  through an on-line or electronic system established and maintained by the Company or a third party  designated by the Company.    [Remainder of page intentionally blank]     





 






  [Signature Page to Restricted Stock Unit Award Agreement]  IN WITNESS WHEREOF, this Restricted Stock Unit Award Agreement has been executed by  the Company and the Participant as of the day first written above.     ADT INC.    By:        Name:       Title:      PARTICIPANT         [Insert Name]             





 






  A-1  Exhibit A    Restrictive Covenants    By accepting the grant of the RSUs hereunder, in addition to any other representations, warranties, and  covenants set forth this Agreement, the Participant agrees to be subject to and comply with the following  covenants.   1. Confidentiality.  The Participant hereby agrees that during the Participant’s employment or service with  the Company or its Subsidiaries, and thereafter, the Participant will not disclose confidential or  proprietary information, or trade secrets, related to any business of the Company or the Subsidiary.     2. Non-Competition. Except as prohibited by law, the Participant hereby agrees that during the  Participant’s employment or service with the Company or its Subsidiaries, 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 and (b) the one year period following the Participant’s termination of  employment or service for any reason, the 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 or provide services to, 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 the Participant had substantial  responsibilities while employed or engaged by the Company or its Subsidiaries, and (ii) competitive,  with (A) the line of business or businesses of the Company or its Subsidiaries that the Participant was  employed with or engaged by during the Participant’s employment or service (including any  prospective business to be developed or acquired that was proposed at the date of termination), or (B)  any other business of the Company or its Subsidiaries with respect to which the Participant had  substantial exposure during such employment or service.    3. Non-Solicitation.  Except as prohibited by law, the Participant further agrees that during the  Participant’s employment or service with the Company or its Subsidiaries, 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 and (b) the two-year period thereafter, the Participant will not, directly or  indirectly, on the Participant’s own behalf or on behalf of another (i) solicit, recruit, aid or induce any  employee of the Company or any of its Subsidiaries to leave their employment with the Company or  its Subsidiaries in order to accept employment with or render services to another person or entity  unaffiliated with the Company or its Subsidiaries, 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 the Company or any of its Subsidiaries to purchase goods or services then sold by the  Company or its Subsidiaries 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 the  Company or any of its Subsidiaries with any of its employees, customers, agents, or representatives.  4. The Participant acknowledges and agrees that irreparable injury will result to the Company, and to its  business, in the event of a breach by the Participant of any of the Participant’s covenants and  commitments under this Agreement, including the covenants of confidentiality, non-competition and  non-solicitation.  The Company 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.  The Participant acknowledges and agrees the non-competition and non-solicitation provisions  contained in this Agreement are expressly intended to benefit the Company (which includes all parents,  subsidiaries and/or affiliated entities as third party beneficiaries) and its successors and assigns; and the  Participant expressly authorizes the Company (including all third party beneficiaries) and its successors  and assigns to enforce these provisions.  In the event of any breach or violation by the Participant of  





 






  A-2  any of the restrictive covenants in this Exhibit A, the time period of such covenant with respect to the  Participant shall, to the fullest extent permitted by law, be tolled until such breach or violation is  resolved.  5. The covenants in this Exhibit A are severable and separate, and the unenforceability of any specific  covenant shall not affect the provisions of any other covenant.  If any provision of this Exhibit A relating  to the time period, scope, or geographic area of the restrictive covenants shall be declared by a court of  competent jurisdiction or arbitrator to exceed the maximum time period, scope, or geographic area, as  applicable, that such court or arbitrator deems reasonable and enforceable, then this Agreement shall  automatically be considered to have been amended and revised to reflect such determination.   6. All of the covenants in this Exhibit A shall be construed as an agreement independent of any other  provisions in Exhibit A, and the existence of any claim or cause of action the Participant may have  against the Company (which includes all parents, subsidiaries and/or affiliated entities as third party  beneficiaries), whether predicated on this Exhibit A or otherwise, shall not constitute a defense to the  enforcement by the Company (which includes all parents, subsidiaries and/or affiliated entities as third  party beneficiaries) of such covenants.  7. The Participant has carefully read and considered the provisions of this Exhibit A and, having done so,  agrees that the restrictive covenants in this Exhibit A impose a fair and reasonable restraint on the  Participant and are reasonably required to protect the interests of the Company (which includes all  parents, subsidiaries and/or affiliated entities as third party beneficiaries) and their respective officers,  directors, employees, and equityholders.    * * *