a1020secondarpedersenemp






                                                                    Exhibit 10.20                AMENDED & RESTATED EMPLOYMENT AGREEMENT                                  (Todd Pedersen)               AMENDED & RESTATED EMPLOYMENT AGREEMENT (the “Agreement”)   dated March 4, 2019, by and between APX Group, Inc., a Delaware corporation (the   “Company”) and Todd Pedersen (“Executive”).                 WHEREAS, the Company is an indirect, wholly owned subsidiary of 313   Acquisition, LLC, a Delaware limited liability company (“Parent”);                 WHEREAS, the Parent, the Company and Executive entered into an Employment   Agreement dated as of August 7, 2014 (the “Prior Agreement”);                 WHEREAS, the Parent, the Company and Executive desire to amend and restate   in its entirety the Prior Agreement, and for one or more of the Company’s subsidiaries to   continue to employ Executive and Executive desires to continue to be employed in such   capacities, on the terms set forth in this Agreement as of the date hereof; and                WHEREAS, the Company and Executive desire to enter into this Agreement   embodying the terms of such employment which shall, effective as of the date hereof, replace   and supersede the Prior Agreement;                NOW, THEREFORE, in consideration of the premises and mutual covenants  herein and for other good and valuable consideration, the parties agree as follows:         1.    Term of Employment.  Subject to the provisions of Section 5 of this Agreement,  Executive shall continue to be employed by the Company and/or one or more of its subsidiaries   through March 4, 2022 (the “Employment Term”) on the terms and subject to the conditions set   forth in this Agreement; provided, however, the Employment Term shall be automatically   extended for an additional one-year period commencing on March 4, 2022 and, thereafter, on   each such successive anniversary thereafter (each an “Extension Date”), unless the Company or   Executive provides the other party hereto at least 90 days prior written notice before the next   Extension Date that the Employment Term shall not be so extended.         2.    Position, Duties and Authority.               (a)   During the Employment Term, Executive shall serve as the Company’s Chief Executive Officer.  In such position, Executive shall have such duties, functions,  responsibilities and authority as shall be determined from time to time by the Board of Directors  of the Company (the “Board”) and be consistent with the duties, functions, responsibilities and   authority of an individual in Executive’s position at a portfolio company of a private equity firm.    Executive shall report directly to the Board. If requested by the Board, Executive shall also serve   as a member of the Board without additional compensation.                (b)   Executive will devote substantially all of Executive’s business time and  reasonable best efforts to the operation and oversight of the Company’s businesses and   performance of Executive’s duties hereunder (excluding periods of vacation and sick leave) and     001366-0001-15794-Active.29119549.5  





 






     will not engage in any other business activities that could conflict with his duties or services to  the Company; provided that nothing herein shall preclude Executive, subject to obtaining   consent of the Board (not to be unreasonably withheld),  from (i) accepting appointment to or   continuing to serve on any board of directors or trustees of any business corporation, and (ii)   serving as an officer or director or otherwise participating in non-profit educational, welfare,   social, religious and civil organizations.  The parties agree that consent shall be deemed obtained   with respect to Executive’s service on the board of directors Intermountain Health Care.          3.    Compensation.                  (a)   Base Salary.  During the Employment Term, the Company shall pay   Executive a base salary (“Base Salary”) at the annual rate of $1,021,199.82, payable in regular   installments in accordance with the Company’s usual payment practices.  Executive’s Base   Salary shall be subject to annual review and subject to increase, if any, as may be determined   from time to time in the sole discretion of the Board, but in no event shall the Company be   entitled to reduce Executive’s Base Salary.                  (b)   Annual Bonus.  During the Employment Term, Executive shall be eligible   to earn an annual bonus award (an “Annual Bonus”) with a target amount equal to the sum of (x)   100% of Executive’s Base Salary at the end of the performance period minus (y) $300,000 (the   “Annual Target Bonus”).  Each Annual Bonus shall be determined based on the achievement of   performance objectives and targets established by the Board for the applicable year.  The Annual   Bonus, if any, shall be paid to Executive within two and one-half months after the end of the   applicable fiscal year.  Except as provided in Section 5, no Annual Bonus shall be payable in  respect of any fiscal year in which Executive’s employment is terminated.           4.    Benefits.                  (a)   General.  During the Employment Term, Executive shall be entitled to   participate in the Company’s employee benefit, fringe and perquisite plans, practices, policies   and arrangements as in effect from time to time (collectively, “Employee Benefits”), on   generally the same terms and conditions as each of the Employee Benefits are made available to   other senior executives of the Company (other than with respect to annual bonuses, incentive   plans and severance plans (as well as any other terms and conditions specifically determined   under this Agreement), the benefits for each which shall be determined instead in accordance   with this Agreement); provided that Executive shall be entitled to no less than four (4) weeks’  vacation per calendar year.                 (b)   Reimbursement of Business Expenses.  During the Employment Term, the   Company shall reimburse Executive for reasonable and necessary business expenses incurred by   Executive in the performance of Executive’s duties hereunder in accordance with its then   prevailing policy for senior executives (which shall include appropriate itemization and  substantiation of expenses incurred).               (c)   Reimbursement of Financial Advisor Expenses.  During the Employment   Term, the Company shall reimburse expenses incurred by Executive related to the engagement of   a financial advisor by Executive to provide customary financial advice to Executive and to                                          2   001366-0001-15794-Active.29119549.5  





 






   manage Executive’s personal investments, provided that the annual reimbursement to such  advisor to provide such services to Executive shall not exceed $125,000 annually and, provided,  further, that such financial advisor shall not be an employee of the Company or any of its  affiliates.  Any such reimbursements shall be considered taxable income to the Executive and the  Executive shall be entitled to be “grossed up” by the Company in respect of any taxes owed by  the Executive in respect thereof.          5.    Termination.                 (a)   The Employment Term and Executive’s employment hereunder may be  terminated by either party at any time and for any reason, subject to the notice and cure  provisions set forth below.  Notwithstanding any other provision of this Agreement, the  provisions of this Section 5 shall exclusively govern Executive’s rights upon termination of  employment with the Company and its affiliates.               (b)   By the Company for Cause or by Executive other than as a result of Good  Reason.                     (i)   The Employment Term and Executive’s employment hereunder        may be terminated by the Company for Cause and shall terminate automatically upon the        effective date of Executive’s resignation other than as a result of Good Reason (as        defined in Section 5(d)(i)).                     (ii)  Definition of Cause.  For purposes of this Agreement, “Cause”        shall mean (A) Executive’s continued failure substantially to perform Executive’s        employment duties (other than as a result of total or partial incapacity due to physical or        mental illness) for a period of 10 days following written notice by the Company to       Executive of such failure, (B) dishonesty in the performance of Executive’s employment       duties that is materially injurious to the Company, (C) an act or acts on Executive’s part       constituting (x) a felony charge under the laws of the United States or any state thereof or        (y) a misdemeanor charge involving moral turpitude, (D) Executive’s willful malfeasance        or willful misconduct in connection with Executive’s employment duties which causes        substantial injury to the financial condition or business reputation of the Company or any        of its subsidiaries or affiliates or (E) the Executive’s material breach of any of the        covenants set forth in Section 6 (other than any action taken in good faith and in a        manner not opposed to the best interests of the Company, and which is promptly        remedied by Executive upon notice by the Board); provided that none of the foregoing        events shall constitute Cause unless Executive fails to cure such event and remedy any        adverse or injurious consequences arising from such events within 30 days after receipt        from the Company of written notice of the event which constitutes Cause (except that no        cure or remedy period shall be provided if the event or such consequences are not capable        of being cured and remedied).                         (iii) If Executive’s employment is terminated by the Company for        Cause, Executive shall be entitled to receive:                                          3  001366-0001-15794-Active.29119549.5  





 






                             (A)   no later than 10 days following the date of termination, the               Base Salary through the date of termination;                            (B)   any Annual Bonus earned, but unpaid, as of the date of               termination for the immediately preceding fiscal year, paid in accordance with              Section 3(b) (except to the extent payment is otherwise deferred pursuant to any              applicable deferred compensation arrangement with the Company, in which case              such payment shall be made in accordance with the terms and conditions of such              deferred compensation arrangement);                           (C)   reimbursement, within 60 days following receipt by the              Company of Executive’s claim for such reimbursement (including appropriate              supporting documentation), for any unreimbursed business expenses properly              incurred by Executive in accordance with Company policy prior to Executive’s              termination; provided that such claims for such reimbursement are submitted to              the Company within 90 days following the date of Executive’s termination of              employment; and                           (D)   such Employee Benefits, if any, as to which Executive may              be entitled under the tax qualified employee benefit plans of the Company,              payable in accordance with the terms and conditions of such tax qualified              employee benefit plans (the amounts described in clauses (A) through (D) hereof              being referred to as the “Accrued Rights”).    For the avoidance of doubt, in any legal proceeding to determine whether grounds for Cause   existed on any date that the Company took action on the basis of the existence of Cause, the   Company shall bear the burden of demonstrating grounds for Cause existed on such date.  Following such termination of Executive’s employment by the Company for Cause, except as set  forth in this Section 5(b)(iii), Executive shall have no further rights to any compensation or any  other benefits under this Agreement.                      (iv)  If Executive resigns other than as a result of Good Reason,        provided that Executive will be required to give the Company at least 60 days advance         written notice of any resignation of Executive’s employment (other than as a result of         Good Reason), Executive shall be entitled to receive the Accrued Rights.  Following such         resignation by Executive other than as a result of Good Reason, except as set forth in this         Section 5(b)(iv), Executive shall have no further rights to any compensation or any other         benefits under this Agreement.                 (c)   Disability or Death.                      (i)   Disability.  During any period that Executive fails to perform his         duties hereunder as a result of incapacity due to physical or mental illness or injury (the         “Disability Period”), Executive shall continue to receive his full Base Salary set forth in         Section 3(a) until his employment is terminated pursuant to Section 5(a). For purposes of         this Agreement, “Disability” shall mean Executive’s inability to perform, with or without         reasonable accommodation, Executive’s duties under this Agreement due to a physical or                                          4   001366-0001-15794-Active.29119549.5  





 






         mental illness or injury for a period of six consecutive months or for an aggregate of 12        months in any consecutive 24-month period. Any question as to the existence of the        Disability of Executive as to which Executive and the Company cannot agree shall be        determined in writing by a qualified independent physician mutually acceptable to       Executive and the Company.  If Executive and the Company cannot agree as to a       qualified independent physician, each shall appoint such a physician and those two       physicians shall select a third physician who shall make such determination in writing.        The determination of Disability made in writing to the Company and Executive shall be        final and conclusive for all purposes of this Agreement.                       (ii)  Upon termination of Executive’s employment hereunder for either        Disability or death, Executive or Executive’s estate, survivors or beneficiaries (as the        case may be) shall be entitled to receive:                           (A)   the Accrued Rights;                            (B)   no later than 10 days following the date of termination, a              pro rata portion of the Annual Target Bonus payable for the fiscal year in which              such termination occurs, based on a fraction, the numerator of which is the              number of days during the fiscal year up to and including the date of termination             of Executive’s employment and the denominator of which is the number of days             in such fiscal year (the “Pro-Rated Bonus”);                            (C)   no later than 10 days following the date of termination, a              lump sum cash payment representing the monthly COBRA costs of providing              health and welfare benefits for Executive and Executive’s dependents under the              plans in which Executive was participating on the date of the applicable “COBRA              qualifying event”, at the time of such event, times twenty-four (the “COBRA              Payment”); and                           (D)   death or disability benefits under any applicable plans and              programs of the Company in accordance with the terms and provisions of such              plans and programs.               (d)   By the Company Without Cause or Resignation by Executive as a Result  of Good Reason.                       (i)   “Good Reason” shall be deemed to exist upon the occurrence of        (A) a material reduction in Executive’s base salary; (B) a material diminution in        Executive’s title or Executive’s duties, authority and responsibilities measured in the        aggregate; (C) the relocation of Executive’s primary office location to a location that is        more than 75 miles from Executive’s primary office location, in each case without        Executive’s prior written consent; (D) the Company’s material breach of any of the        provisions of this Agreement; or (E) notwithstanding the provisions of the        Securityholders Agreement, as of November 16, 2012 by and among Parent and the        signatories thereto, Executive’s removal from the Board by the Board of Parent or its        stockholders; provided that none of the foregoing events shall constitute Good Reason                                         5  001366-0001-15794-Active.29119549.5  





 






         unless the Company fails to cure such event within 30 days after receipt from Executive        of written notice of the event which constitutes Good Reason; and provided, further, that        “Good Reason” shall cease to exist for an event on the 60th day following the later of its        occurrence or Executive’s knowledge thereof, unless Executive has given the Company        written notice thereof prior to such date.                         (ii)  If Executive’s employment is terminated by the Company without       Cause (other than by reason of death or Disability) or Executive resigns as a result of       Good Reason, Executive shall be entitled to receive:                          (A)   the Accrued Rights;                           (B)   no later than 10 days following the date of termination, the             Pro-Rated Bonus;                           (C)   subject to Executive’s continued compliance with Section 6             and material compliance with Section 7 hereof, and the execution and non-             revocation of the Release (as defined below), a lump-sum cash payment within 55              days after such termination and effectiveness of the Release equal to the sum of              (x) 200% of Executive’s Base Salary as of the date immediately prior to              Executive’s termination of employment and (y) 200% of the actual Annual Bonus              paid in respect of the immediately preceding fiscal year (or, if such termination              occurs prior to the first date on which an Annual Bonus would have been paid had              any payment been due, the Annual Target Bonus for the immediately preceding              fiscal year), and (z) the COBRA Payment.               (e)   Release.  Amounts payable to Executive under Sections 5(d)(ii)(B) and  5(d)(ii)(C) (collectively, the “Conditioned Benefits”) are subject to (i) Executive’s execution and  non-revocation of a release of claims, substantially in the form attached hereto as Exhibit I (the  “Release”), within 60 days of the date of termination and (ii) the expiration of any revocation  period contained in such Release. Further, to the extent that any of the Conditioned Benefits  constitutes “nonqualified deferred compensation” for purposes of Section 409A of the Internal  Revenue Code of 1986, as amended (the “Code”), any payment of any amount or provision of  any benefit otherwise scheduled to occur prior to the sixtieth (60th) day following the date of  Executive’s termination of employment hereunder, but for the condition on executing the  Release as set forth herein, shall not be made until the first regularly scheduled payroll date  following such sixtieth (60th) day, after which any remaining Conditioned Benefits shall  thereafter be provided to Executive according to the applicable schedule set forth herein.               (f)   Expiration of Employment Term.  Unless the parties otherwise agree in  writing, continuation of Executive’s employment with the Company following the expiration of  the Employment Term shall be deemed an employment at-will and shall not be deemed to extend  any of the provisions of this Agreement and Executive’s employment may thereafter be  terminated at will by either Executive or the Company; provided that the provisions of Sections  6, 7 and 8 of this Agreement shall survive any termination of this Agreement or Executive’s  termination of employment hereunder.                                          6  001366-0001-15794-Active.29119549.5  





 






               (g)   Notice of Termination; Board/Committee Resignation.  Any purported  termination of employment by the Company or by Executive (other than due to Executive’s  death) pursuant to Section 5 of this Agreement shall be communicated by written Notice of  Termination to the other party hereto.  For purposes of this Agreement, a “Notice of  Termination” shall mean a notice which shall indicate the specific termination provision in this  Agreement relied upon and shall set forth in reasonable detail the facts and circumstances  claimed to provide a basis for termination of employment under the provision so indicated.   Upon termination of Executive’s employment for any reason, Executive agrees to resign, as of  the date of such termination and to the extent applicable, from the Board (and any committees  thereof) and the Board of Directors (and any committees thereof) of any of the Company’s  affiliates (except to the extent Executive is otherwise entitled pursuant to a separate contractual  arrangement to continue to serve as a member of the Board).         6.    Non-Competition; Non-Solicitation.  Executive acknowledges and recognizes the  highly competitive nature of the businesses of the Company and its affiliates and accordingly  agrees as follows:               (a)   Non-Competition.                       (i)   During Executive’s employment hereunder and, for a period of two        years following the date Executive ceases to be employed by the Company (the        “Restricted Period”), Executive will not, whether on Executive’s own behalf or on behalf        of or in conjunction with any person, firm, partnership, joint venture, association,       corporation or other business organization, entity or enterprise whatsoever (“Person”),        directly or indirectly, solicit or assist in soliciting in competition with the Restricted        Group in the Business, the business of any then current or prospective client or customer        with whom Executive (or Executive’s direct reports) had personal contact or dealings on        behalf of the Company during the one-year period preceding Executive’s termination of        employment.                      (ii)  During the Restricted Period, Executive will not directly or        indirectly:                           (A)   engage in the Business anywhere in the United States, or in              any geographical area that is within 100 miles of any geographical area where the             Restricted Group engages in the Business, including, for the avoidance of doubt,             by entering into the employment of or rending any services to a Core Competitor,             except where such employment or services do not relate in any manner to the              Business;                           (B)   acquire a financial interest in, or otherwise become actively              involved with, any Person engaged in the Business, directly or indirectly, as an              individual, partner, shareholder, officer, director, principal, agent, trustee or              consultant; or                           (C)   intentionally and adversely interfere with, or attempt to              adversely interfere with, business relationships between the members of the                                         7  001366-0001-15794-Active.29119549.5  





 






                 Restricted Group and any of their clients, customers, suppliers, partners, members               or investors.                      (iii) Notwithstanding anything to the contrary in this Agreement,         Executive may, directly or indirectly own, solely as an investment, securities of any         Person engaged in a Business (including, without limitation, a Core Competitor) which         are publicly traded on a national or regional stock exchange or on the over-the-counter         market if Executive (i) is not a controlling person of, or a member of a group which         controls, such person and (ii) does not, directly or indirectly, own 2% or more of any         class of securities of such Person.                 (b)   Non-Solicitation.  During Executive’s employment hereunder and the   Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in  conjunction with any Person, directly or indirectly:                     (i)   solicit or encourage any employee of the Restricted Group to leave        the employment of the Restricted Group;                     (ii)  hire any executive-level employee who was employed by the        Restricted Group as of the date of Executive’s termination of employment with the        Company or who left the employment of the Restricted Group coincident with, or within        one year prior to or one year after, the date of Executive’s termination of employment        with the Company; or                      (iii) encourage any material consultant of the Restricted Group to cease        working with the Restricted Group.                     (iv)  For purposes of this Agreement:                           (A)   “Restricted Group” shall mean, collectively, Parent, the              Company and their respective subsidiaries and, to the extent engaged in the              Business, their respective Affiliates (including The Blackstone Group L.P. and its              Affiliates).                           (B)   “Business” shall mean (1) origination, installation, or              monitoring services related to residential or commercial security, life-safety,              energy management, cloud storage or smart home automation services, including              cloud-enabled software solutions related thereto, (2) installation or servicing of              residential or commercial solar panels or sale of electricity generated by solar              panels, (3) design, engineering or manufacturing of technology or products related              to residential or commercial security, life-safety, energy management or cloud              storage, smart home automation services, including cloud-enabled software              solutions related thereto, and/or (4) provision of wireless voice or data services              and cloud storage, including internet, into the home.                           (C)   “Core Competitor” shall mean ADT Inc. , Protection 1,              Inc., Protect America, Inc., Stanley Security Solutions, Inc., Vector Security, Inc.,              Slomins, Inc., Monitronics International, Inc. (Brinks Home Security) , Life Alert,                                          8   001366-0001-15794-Active.29119549.5  





 






               Comcast Corporation, AT&T Inc., Verizon Communications, Inc., DISH Network             Corp., Pinnacle, Microsoft Corporation, Amazon.com, Inc., Alphabet, Inc., Arlo             Technologies, Inc., SimpliSafe, Inc. Control4 Corp., Alarm.com, Inc., Tyco             Integrated Security, Resideo Technologies, Inc., Honeywell International Inc., and              each of their respective Affiliates, Sungevity, Inc., RPS, Sunrun Inc., Solar City,              Clean Power Finance, SunPower Corporation, Corbin Solar Solutions LLC,              Galkos Construction, Inc., and any of their respective current or future dealers.               (c)   During the Restricted Period, Executive agrees not to make, or cause any  other person to make, any communication that is intended to criticize or disparage, or has the  effect of criticizing or disparaging, Parent or any of its affiliates, agents or advisors (or any of its  or their respective employees, officers or directors (it being understood that comments made in  Executive’s good faith performance of his duties hereunder shall not be deemed disparaging or  defamatory for purposes of this Agreement).  During the Restricted Period, the Company shall  instruct its executive officers and directors to refrain from intentionally making any public  communication outside the ordinary course of such person’s business that is intended to criticize  or disparage, or has the effect of criticizing or disparaging, Executive.  Nothing set forth herein  shall be interpreted to prohibit either party from responding truthfully to incorrect public  statements, making truthful statements when required by law, subpoena or court order and/or  from responding to any inquiry by any regulatory or investigatory organization.               (d)   It is expressly understood and agreed that although Executive and the  Company consider the restrictions contained in this Section 6 to be reasonable, if a final judicial  determination is made by a court of competent jurisdiction that the time or territory or any other  restriction contained in this Section 6 is an unenforceable restriction against Executive, the  provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as  to such maximum time and territory and to such maximum extent as such court may judicially  determine or indicate to be enforceable.  Alternatively, if any court of competent jurisdiction  finds that any restriction contained in this Section 6 is unenforceable, and such restriction cannot  be amended so as to make it enforceable, such finding shall not affect the enforceability of any of  the other restrictions contained herein               (e)   The period of time during which the provisions of this Section 6 shall be  in effect shall be extended by the length of time during which Executive is in breach of the terms  hereof as determined by any court of competent jurisdiction on the Company’s application for  injunctive relief.               (f)   The provisions of this Section 6 shall survive the termination of  Executive’s employment for any reason, including but not limited to, any termination other than  for Cause.          7.    Confidentiality; Intellectual Property.               (a)   Confidentiality.                       (i)   Executive will not at any time (whether during or after Executive’s        employment with the Company), (x) retain or use for the benefit, purposes or account of                                         9  001366-0001-15794-Active.29119549.5  





 






         Executive or any other Person; or (y) disclose, divulge, reveal, communicate, share,        transfer or provide access to any Person outside the Company (other than Executive’s        professional advisers who are bound by confidentiality obligations or otherwise in        performance of Executive’s duties under Executive’s employment and pursuant to        customary industry practice), any non-public, proprietary or confidential information –        including, without limitation, trade secrets, know-how, research and development,        software, databases, inventions, processes, formulae, technology, designs and other        intellectual property, information concerning finances, investments, profits, pricing,        costs, products, services, vendors, customers, clients, partners, investors, personnel,        compensation, recruiting, training, advertising, sales, marketing, promotions, government        and regulatory activities and approvals – concerning the past, current or future business,        activities and operations of Parent, its subsidiaries or Affiliates and/or any third party that        has disclosed or provided any of same to Parent, its subsidiaries or Affiliates on a        confidential basis (“Confidential Information”) without the prior written authorization of        the Board.                     (ii)  “Confidential Information” shall not include any information that       is (a) generally known to the industry or the public other than as a result of Executive’s       breach of this covenant; (b) made legitimately available to Executive by a third party       without breach of any confidentiality obligation of which Executive has knowledge; or       (c) required by law to be disclosed; provided that with respect to subsection (c) Executive        shall give prompt written notice to the Company of such requirement, disclose no more        information than is so required, and reasonably cooperate with any attempts by the        Company to obtain a protective order or similar treatment.                     (iii) Except as required by law, Executive will not disclose to anyone,        other than Executive’s family (it being understood that, in this Agreement, the term        “family” refers to Executive, Executive’s spouse, children, parents and spouse’s parents)        and advisors, the existence or contents of this Agreement; provided that Executive may        disclose to any prospective future employer the provisions of Sections 6 and 7 of this        Agreement.  This Section 7(a)(iii) shall terminate if the Company publicly discloses a        copy of this Agreement (or, if the Company publicly discloses summaries or excerpts of        this Agreement, to the extent so disclosed).                     (iv)  Upon termination of Executive’s employment with the Company        for any reason, Executive shall (A) cease and not thereafter commence use of any        Confidential Information or intellectual property (including without limitation, any       patent, invention, copyright, trade secret, trademark, trade name, logo, domain name or       other source indicator) owned or used by the Company, its subsidiaries or affiliates; and       (B) immediately destroy, delete, or return to the Company, at the Company’s option, all       originals and copies in any form or medium (including memoranda, books, papers, plans,       computer files, letters and other data) in Executive’s possession or control (including any       of the foregoing stored or located in Executive’s office, home, laptop or other computer,       whether or not Company property) that contain Confidential Information, except that       Executive may retain only those portions of any personal notes, notebooks and diaries       that do not contain any Confidential Information.                                            10  001366-0001-15794-Active.29119549.5  





 






                     (v)   Nothing in this Agreement shall prohibit or impede Executive from        communicating, cooperating or filing a complaint with any U.S. federal, state or local        governmental or law enforcement branch, agency or entity (collectively, a        “Governmental Entity”) with respect to possible violations of any U.S. federal, state or        local law or regulation or otherwise making disclosures to any Governmental Entity, in        each case, that are protected under the whistleblower provisions of any such law or        regulation; provided, that in each case such communications and disclosures are       consistent with applicable law.  Executive understands and acknowledges that an        individual shall not be held criminally or civilly liable under any federal or state trade        secret law for the disclosure of a trade secret that is made: (a) in confidence to a federal,        state or local government official or to an attorney solely for the purpose of reporting or        investigating a suspected violation of law or (b) in a complaint or other document filed in        a lawsuit or other proceeding, if such filing is made under seal.  Executive understands        and acknowledges further that an individual who files a lawsuit for retaliation by an        employer for reporting a suspected violation of law may disclose the trade secret to the        attorney of the individual and use the trade secret information in the court proceeding, if        the individual files any document containing the trade secret under seal, and does not        disclose the trade secret, except pursuant to court order.  Except as otherwise provided in        this paragraph or under applicable law, under no circumstance is Executive authorized to        disclose any information covered by the Company’s attorney-client privilege or attorney        work product or the Company’s trade secrets, without the prior written consent of the        Company.  Executive does not need the prior authorization of (or to give notice to) the        Company regarding any communication, disclosure or activity described in this        paragraph.               (b)   Intellectual Property.                      (i)   If Executive creates, invents, designs, develops, contributes to or        improves any works of authorship, inventions, intellectual property, materials, documents        or other work product (including without limitation, research, reports, software,        databases, systems, applications, presentations, textual works, content, or audiovisual        materials) (“Works”), either alone or with third parties, at any time during Executive’s        employment by Parent or the Company and within the scope of such employment and/or        with the use of any of Parent’s or the Company’s resources (“Company Works”),        Executive shall promptly and fully disclose same to the Company and hereby irrevocably        assigns, transfers and conveys, to the maximum extent permitted by applicable law, all of        Executive’s right, title, and interest therein (including rights under patent, industrial        property, copyright, trademark, trade secret, unfair competition, other intellectual        property laws, and related laws) to the Company to the extent ownership of any such        rights does not vest originally in the Company.  If Executive creates any written records        (in the form of notes, sketches, drawings, or any other tangible form or media) of any        Company Works, Executive will keep and maintain same.  The records will be available        to and remain the sole property and intellectual property of the Company at all times.                       (ii)  Executive hereby irrevocably assigns, transfers and conveys to the        Company all of his right, title and interest in (including rights under patent, industrial        property, copyright, trademark, trade secret, unfair competition, other intellectual                                         11  001366-0001-15794-Active.29119549.5  





 






         property laws, and related laws) any Works created, invented, designed, developed,        contributed to or improved by Executive, either alone or with third parties at any time on        or prior to November 16, 2012 to the extent such Works are (A) used in or relate to the        past, present or future businesses of the Company and/or (B) associated with wireless        data or voice products or services, including any high-speed wireless internet projects,        products or services (all of the foregoing, collectively, “Prior Works”). It is expressly        understood and agreed that although Executive and the Company consider this       Agreement to be valuable and sufficient consideration for the above assignments, if a       final judicial determination is made by a court of competent jurisdiction that (A) any such       assignment is unenforceable against Executive, the provisions of this Section 7 shall not       be rendered void but shall be deemed amended to apply as to such maximum assignment       of rights as such court may judicially determine or indicate to be enforceable, or (B) any       Work or any aspect thereof cannot be so assigned, Executive hereby grants to the        Company a worldwide, fully paid-up, royalty-free, perpetual, irrevocable, transferable        and sublicensable license to use such Work in connection with the past, present and        future businesses of the Company.                     (iii) Executive shall take all requested actions and execute all requested       documents (including any licenses or assignments required by a government contract) at       the Company’s expense (but without further remuneration) to assist the Company in       validating, maintaining, protecting, enforcing, perfecting, recording, patenting or       registering any of the Company’s rights in the Company Works and the Prior Works. If       Executive is unwilling or unable for any reason to sign any document for this purpose,       then Executive hereby irrevocably designates and appoints the Company and its duly       authorized officers and agents as Executive’s agent and attorney in fact, such       appointment to be a right coupled with an interest and non-revocable, to act for and on       Executive’s behalf and stead to execute any documents and to do all other lawfully       permitted acts in connection with the foregoing.                    (iv)  Executive shall not improperly use for the benefit of, bring to any       premises of, divulge, disclose, communicate, reveal, transfer or provide access to, or       share with the Company any confidential, proprietary or non-public information or       intellectual property relating to a former employer or other third party without the prior       written permission of such third party.  Executive shall comply with all relevant policies       and guidelines of the Company that are from time to time previously disclosed to       Executive, including regarding the protection of Confidential Information and intellectual       property and potential conflicts of interest.                    (v)   The provisions of Section 7 hereof shall survive the termination of       Executive’s employment for any reason.        8.    Specific Performance.  Executive acknowledges and agrees that the Company’s  remedies at law for a breach or threatened breach of any of the provisions of Section 6 and  Section 7 of this Agreement would be inadequate and the Company would suffer irreparable  damages as a result of such breach or threatened breach.  In recognition of this fact, Executive  agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law,  the Company, without posting any bond, shall be entitled, in addition to any other remedy                                         12  001366-0001-15794-Active.29119549.5  





 






     available at law or equity, to cease making any payments or providing any benefit otherwise   required by this Agreement and obtain equitable relief in the form of specific performance,   temporary restraining order, temporary or permanent injunction or any other equitable remedy   which may then be available.  In addition, upon any breach of Section 6 or any material breach   of Section 7 of this Agreement, Executive shall promptly return to the Company upon request all   cash payments made to Executive pursuant to Section 5 (if any), less any amounts paid by   Executive as taxes in respect of such payments (unless such taxes are actually recovered by   Executive from the relevant governmental authority, in which case such tax amounts also shall   be returned to the Company).  Any determination under this Section 8 of whether Executive is in   compliance with Section 6 hereof and material compliance with Section 7 hereof shall be  determined based solely on the contractual provisions provided therein and the facts and  circumstances of Executive's actions without regard to whether the Company could obtain an  injunction or other relief under the law of any particular jurisdiction.          9.    Miscellaneous.                (a)   Indemnification; Directors’ and Officers’ Insurance.  The Company shall   indemnify and hold Executive harmless for all acts and omissions occurring during his   employment with the Company or service as a member of the Board to the extent provided under   the Company’s charter, by-laws and applicable law, and shall promptly advance to Executive or   Executive’s heirs or representatives all damages, costs, liabilities, losses and expenses (including   reasonable attorneys’ fees and expenses) (collectively, “Expenses”) as a result of any claim,   demand, request, investigation, dispute, controversy, threat, discovery request or request for   testimony or information (collectively, a “Claim”) or any proceeding (whether civil, criminal,   administrative or investigative), or any threatened Claim or proceeding (whether civil, criminal,  administrative or investigative), against Executive that arises out of or relates to Executive’s  service as an officer, director or employee, as the case may be, of the Company, or Executive’s  service in any such capacity or similar capacity with an affiliate of the Company or other entity  at the request of the Company, upon receipt by the Company of a written request with  appropriate documentation of such Expenses, and an undertaking by Executive to repay the   amount advanced if it shall ultimately be determined that Executive is not entitled to be   indemnified by the Company against such Expenses.  During the Employment Term and for a   term of six years thereafter, the Company, or any successor to the Company, shall purchase and   maintain, at its own expense, directors and officers liability insurance providing coverage for   Executive in the same amount as for members of the Board.                     (b)   Governing Law.  This Agreement shall be governed by and construed in   accordance with the laws of the State of New York, without regard to conflicts of laws principles  thereof.               (c)   Jurisdiction; Venue.  Except as otherwise provided in Section 8 in connection   with equitable remedies, each of the parties hereto hereby irrevocably submits to the exclusive   jurisdiction of any federal court sitting in the Southern District of New York or any state court in   the First Judicial Department over any suit, action or proceeding arising out of or relating to this   Agreement and each of the parties agrees that any action relating in any way to this Agreement   must be commenced only in the courts of the State of New York, federal or state.  Each of the   parties hereto hereby irrevocably waives, to the fullest extent permitted or not prohibited by law,                                          13   001366-0001-15794-Active.29119549.5  





 






   any objection which it may now or hereafter have to the laying of the venue of any such suit,  action or proceeding brought in such a court and any claim that any such suit, action or  proceeding brought in such a court has been brought in an inconvenient forum.  Each of the  parties hereto hereby irrevocably consents to the service of process in any suit, action or  proceeding by sending the same by certified mail, return receipt requested, or by recognized  overnight courier service, to the address of such party set forth in Section 9(j).               (d)   Entire Agreement; Amendments.  This Agreement (including, without  limitation, the schedules and exhibits attached hereto) contains the entire understanding of the  parties with respect to the employment of Executive by the Company, and supersedes all prior  agreements and understandings (including verbal agreements) between Executive and the  Company and/or its current or former affiliates regarding the terms and conditions of Executive’s  employment with the Company and/or its current or former affiliates, including, without  limitation, the Prior Agreement.  There are no restrictions, agreements, promises, warranties,  covenants or undertakings between the parties with respect to the subject matter herein other than  those expressly set forth herein.  This Agreement (including, without limitation, the schedules  and exhibits attached hereto) may not be altered, modified, or amended except by written  instrument signed by the parties hereto.               (e)   No Waiver.  The failure of a party to insist upon strict adherence to any term  of this Agreement on any occasion shall not be considered a waiver of such party’s rights or  deprive such party of the right thereafter to insist upon strict adherence to that term or any other  term of this Agreement.               (f)   Severability.  In the event that any one or more of the provisions of this  Agreement shall be or become invalid, illegal or unenforceable in any respect, the validity,  legality and enforceability of the remaining provisions of this Agreement shall not be affected  thereby.               (g)   Assignment.  This Agreement, and all of Executive’s rights and duties  hereunder, shall not be assignable or delegable by Executive.  Any purported assignment or  delegation by Executive in violation of the foregoing shall be null and void ab initio and of no  force and effect.  This Agreement shall be assigned by the Company to a person or entity which  is a successor in interest (“Successor”) to substantially all of the business operations of the  Company.  Upon such assignment, the rights and obligations of the Company hereunder shall  become the rights and obligations of such affiliate or successor person or entity.               (h)   Set Off; No Mitigation. Executive shall not be required to mitigate the  amount of any payment provided for pursuant to this Agreement by seeking other employment,  and such payments shall not be reduced by any compensation or benefits received from any  subsequent employer or other endeavor.  Any amounts due under Section 5 of this Agreement  are considered reasonable by the Company and are not in the nature of a penalty.               (i)   Compliance with Code Section 409A.                       (i)   The intent of the parties is that payments and benefits under this       Agreement comply with or be exempt from Code Section 409A and, accordingly, to the                                         14  001366-0001-15794-Active.29119549.5  





 






         maximum extent permitted, this Agreement shall be interpreted to be in compliance        therewith.  If any provision of this Agreement (or of any award of compensation,        including equity compensation or benefits) would cause Executive to incur any additional        tax or interest under Code Section 409A, the Company shall, after consulting with and        receiving the approval of Executive, reform such provision in a manner intended to avoid        the incurrence by Executive of any such additional tax or interest.                     (ii)  A termination of employment shall not be deemed to have        occurred for purposes of any provision of this Agreement providing for the payment of        any amounts or benefits that are considered nonqualified deferred compensation under        Code Section 409A upon or following a termination of employment unless such        termination is also a “separation from service” within the meaning of Code Section 409A,        and, for purposes of any such provision of this Agreement, references to a “termination,”        “termination of employment” or like terms shall mean “separation from service.” The        determination of whether and when a separation from service has occurred for proposes        of this Agreement shall be made in accordance with the presumptions set forth in Section        1.409A-1(h) of the Treasury Regulations.                     (iii) Any provision of this Agreement to the contrary notwithstanding,        if at the time of Executive’s separation from service, the Company determines that        Executive is a “specified employee,” within the meaning of Code Section 409A, then to        the extent any payment or benefit that Executive becomes entitled to under this        Agreement on account of such separation from service would be considered nonqualified        deferred compensation under Code Section 409A, such payment or benefit shall be paid        or provided at the date which is the earlier of (i) six (6) months and one day after such        separation from service and (ii) the date of Executive’s death (the “Delay Period”).  Upon        the expiration of the Delay Period, all payments and benefits delayed pursuant to this        Section 9(i) (whether they would have otherwise been payable in a single sum or in        installments in the absence of such delay) shall be paid or provided to Executive in a        lump-sum, and any remaining payments and benefits due under this Agreement shall be        paid or provided in accordance with the normal payment dates specified for them herein.                     (iv)  Any reimbursements and in-kind benefits provided under this        Agreement that constitute deferred compensation within the meaning of Code Section        409A shall be made or provided in accordance with the requirements of Code Section        409A, including that (A) in no event shall any fees, expenses or other amounts eligible to       be reimbursed by the Company under this Agreement be paid later than the last day of the       calendar year next following the calendar year in which the applicable fees, expenses or       other amounts were incurred; (B) the amount of expenses eligible for reimbursement, or       in-kind benefits that the Company is obligated to pay or provide, in any given calendar       year shall not affect the expenses that the Company is obligated to reimburse, or the in-      kind benefits that the Company is obligated to pay or provide, in any other calendar year,        provided that the foregoing clause (B) shall not be violated with regard to expenses        reimbursed under any arrangement covered by Section 105(b) of the Code solely because        such expenses are subject to a limit related to the period the arrangement is in effect; and        (C) Executive’s right to have the Company pay or provide such reimbursements and in-       kind benefits may not be liquidated or exchanged for any other benefit.                                         15  001366-0001-15794-Active.29119549.5  





 






                     (v)   For purposes of Code Section 409A, Executive’s right to receive        any installment payments shall be treated as a right to receive a series of separate and        distinct payments.  Whenever a payment under this Agreement specifies a payment        period with reference to a number of days (for example, “payment shall be made within        thirty (30) days following the date of termination”), the actual date of payment within the        specified period shall be within the sole discretion of the Company.  In no event may        Executive, directly or indirectly, designate the calendar year of any payment to be made        under this Agreement, to the extent such payment is subject to Code Section 409A.                (j)   Notice.  For the purpose of this Agreement, notices and all other  communications provided for in the Agreement shall be in writing and shall be deemed to have  been duly given when delivered by hand or overnight courier or three days after it has been  mailed by United States registered mail, return receipt requested, postage prepaid, addressed to  the respective addresses set forth below in this Agreement, or to such other address as either  party may have furnished to the other in writing in accordance herewith, except that notice of  change of address shall be effective only upon receipt.               If to the Company:               c/o APX Group, Inc.              4931 North 300 West              Provo, Utah 84604              Attention:  General Counsel                                                        16  001366-0001-15794-Active.29119549.5  





 






                 with a copy (which shall not constitute notice) to:                The Blackstone Group               345 Park Avenue               New York, New York 10154               Attention: Peter Wallace                and                Simpson Thacher & Bartlett LLP               425 Lexington Avenue,               New York, New York 10017               Attention: Gregory T. Grogan                If to Executive:                To the most recent address of Executive set forth in the personnel records of the               Company.                 (k)   Executive Representation.  Executive hereby represents to the Company that   the execution and delivery of this Agreement by Executive and the Company and the   performance by Executive of Executive’s duties hereunder shall not constitute a breach of the   terms of any employment agreement or other agreement or written policy to which Executive is a   party or otherwise bound.  Executive hereby further represents that he is not subject to any   restrictions on his ability to solicit, hire or engage any employee or other service-provider.    Executive agrees that the Company is relying on the foregoing representations in entering into   this Agreement and related equity-based award agreements.                (l)   Withholding Taxes.  The Company may withhold from any amounts payable   under this Agreement such Federal, state and local taxes as may be required to be withheld   pursuant to any applicable law or regulation.                (m)   Counterparts.  This Agreement may be signed in counterparts, each of which   shall be an original, with the same effect as if the signatures thereto and hereto were upon the  same instrument.                                           17   001366-0001-15794-Active.29119549.5  





 






 





 






         IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of  the day and year first above written.                                                     APX GROUP, INC.                                                                                                                  /s/ Shawn Lindquist                                          By:  Shawn Lindquist                                      Title:  Chief Legal Officer                                                                                                                                                                                              EXECUTIVE                                                                            /s/ Todd Pedersen                                          Todd Pedersen                                                                                                                                                                      001366-0001-15794-Active.29119549.5  





 






 





 






                                        Exhibit I                                                                                                            RELEASE AND WAIVER OF CLAIMS    This Release and Waiver of Claims (“Release”) is entered into and delivered to APX Group, Inc.   (the “Company”) as of this [●] day of _________, 201[_], by Todd Pedersen (the “Executive”).    The Executive agrees as follows:          1.    The employment relationship between the Executive and the Company and its  subsidiaries and affiliates, as applicable, terminated on the [●] day of _______, 20[_] (the  “Termination Date”) pursuant to Section [__] of the Amended & Restated Employment   Agreement between the Company and Executive dated March 4, 2019 (“Employment   Agreement”).          2.    In consideration of the payments, rights and benefits provided for in Sections   5(d)(ii)(B) and 5(d)(ii)(C) of the Employment Agreement (collectively, as applicable, the   “Separation Terms”) and this Release, the sufficiency of which the Executive hereby   acknowledges, the Executive, on behalf of himself and his agents, representatives, attorneys,   administrators, heirs, executors and assigns (collectively, the “Employee Releasing Parties”),   hereby releases and forever discharges the Company Released Parties (as defined below), from   all claims, charges, causes of action, obligations, expenses, damages of any kind (including   attorneys fees and costs actually incurred) or demands, in law or in equity, whether known or   unknown, which may have existed or which may now exist from the beginning of time to the   date of this Release, arising from or relating to Executive’s employment or termination from   employment with the Company or otherwise, including a release of any rights or claims the   Executive may have under Title VII of the Civil Rights Act of 1964; the Civil Rights Act of   1991; the Age Discrimination in Employment Act of 1967, as amended (“ADEA”); the Older   Workers Benefit Protection Act; the Americans with Disabilities Act of 1990; the Rehabilitation   Act of 1973; the Family and Medical Leave Act of 1993; Section 1981 of the Civil Rights Act of   1866; Section 1985(3) of the Civil Rights Act of 1871; the Employee Retirement Income   Security Act of 1974; the Fair Labor Standards Act; any other federal, state or local laws against  discrimination; or any other federal, state, or local statute, regulation or common law relating to  employment, wages, hours, or any other terms and conditions of employment. This includes a   release by the Executive of any and all claims or rights arising under contract (whether written or  oral, express or implied), covenant, public policy, tort or otherwise. For purposes hereof,  “Company Released Parties” shall mean the Company and any of its past or present employees,  agents, insurers, attorneys, administrators, officials, directors, shareholders, divisions, parents,  members, subsidiaries, affiliates, predecessors, successors, employee benefit plans, and the  sponsors, fiduciaries, or administrators of the Company’s employee benefit plans.         3.    The Executive acknowledges that the Executive is waiving and releasing rights  that the Executive may have under the ADEA and other federal, state and local statutes contract  and the common law and that this Release is knowing and voluntary.  The Executive and the  Company agree that this Release does not apply to any rights or claims that may arise after the  date of execution by Executive of this Release.  The Executive acknowledges that the  consideration given for this Release is in addition to anything of value to which the Executive is     001366-0001-15794-Active.29119549.5  





 






     already entitled.  The Executive further acknowledges that the Executive has been advised by  this writing that: (i) the Executive should consult with an attorney prior to executing this  Release; (ii) the Executive has up to twenty-one (21) days within which to consider this Release,  although the Executive may, at the Executive’s discretion, sign and return this Release at an  earlier time, in which case the Executive waives all rights to the balance of this twenty-one (21)  day review period; and (iii) for a period of 7 days following the execution of this Release in  duplicate originals, the Executive may revoke this Release in a writing delivered to the Chairman  of the Board of Directors of the Company, and this Release shall not become effective or  enforceable until the revocation period has expired.           4.    This Release does not release the Company Released Parties from (i) any  obligations due to the Executive under the Separation Terms, (ii) any rights Executive has to  indemnification by the Company and to directors and officers liability insurance coverage, (iii)  any vested rights the Executive has under the Company’s employee pension benefit and group  healthcare benefit plans as a result of Executive’s actual service with the Company, (iv) any fully  vested and nonforfeitable rights of the Executive as a shareholder or member of the Company or  its affiliates, (v) any rights of the Executive pursuant to any equity or incentive award agreement   with the Company, or (vi) any rights which cannot be waived by an employee under applicable   law.            5.    The Executive represents and warrants that he has not filed any action, complaint,   charge, grievance, arbitration or similar proceeding against the Company Released Parties.            6.    This Release is not an admission by the Company Released Parties or the   Employee Releasing Parties of any wrongdoing, liability or violation of law.          7.    The Executive shall continue to be bound by the restrictive covenants contained in   the Employment Agreement which are incorporated herein by reference.          8.    This Release shall be governed by and construed in accordance with the laws of   the State of New York, without reference to the principles of conflict of laws.         9.    Each of the sections contained in this Release shall be enforceable independently  of every other section in this Release, and the invalidity or unenforceability of any section shall  not invalidate or render unenforceable any other section contained in this Release.         10.   The Executive acknowledges that the Executive has carefully read and  understands this Release, that the Executive has the right to consult an attorney with  respect to its provisions and that this Release has been entered into knowingly and   voluntarily.  The Executive acknowledges that no representation, statement, promise,   inducement, threat or suggestion has been made by any of the Company Released Parties   to influence the Executive to sign this Release except such statements as are expressly set   forth herein or in the Employment Agreement.                                           2   001366-0001-15794-Active.29119549.5  





 






   Executive has executed this Release as of the day and year first written above.                                                      EXECUTIVE                                       ____________________________________                                      Todd Pedersen    001366-0001-15794-Active.29119549.5