Exhibit












April 23, 2019


Bob Kupbens
Millbrae, CA






Dear Bob:     


I am pleased to offer you a position as President, Innovation and Development, with all of the duties, authorities and responsibilities commensurate with this role, for ADT LLC (with its affiliates and successors, the “Company”, or “ADT”), reporting directly to me. This position will be based in California.  


Your employment will begin on a mutually agreeable starting date. Your compensation and benefits are described below. 


Base Salary


You will receive a bi-weekly salary of $20,769.24 ($540,000 annualized) effective on your start date. This salary level will be reviewed on an annual basis and may be adjusted based on your performance and that of the Company.


Annual Incentive Plan


You will be eligible to participate in the Company's annual incentive plan. Under this plan, your target bonus will equal 100% of your base salary. Determination of actual award levels relative to the target bonus will be based on the Company's financial performance as well as your individual contribution, and awards will be paid in accordance with the terms of the plan.  For Fiscal Year 2019, the annual incentive award will be guaranteed at target, but will be prorated based on your hire date.


Long Term Incentive Program


You will be eligible to participate in the annual long-term incentive program of ADT LLC in 2020 at the time the Company makes such grants to employees.  The grant date value for your annual award is $1,500,000, as approved by the Compensation Committee of the Board of Directors. The award value will be weighted 50% as Restricted Stock Units and 50% as Stock Options.  Under the current long-term incentive program, options are granted with an exercise price equal to the closing price on the date of grant and will vest in equal increments over a 3-year period.  Restricted Stock Units will have a grant price equal to the closing price on the date of grant and will also vest in equal increments over a 3-year period.  You will receive more information about your awards detailing the terms and conditions after they have been granted and approved by the Compensation Committee.


New Hire Equity Grant


You will also receive a one-time sign-on equity award with a grant date value of $4,000,000 in the form of Restricted Stock Units following your hire date, as approved by the Compensation Committee of the Board of Directors. Restricted Stock Units will have a grant price equal to the closing price on the date of grant and will vest on in equal increments over a 3-year period. You will receive more information about your awards detailing the terms and conditions after they have been granted and approved by the Compensation Committee.



















Benefits


ADT offers a comprehensive benefits package including several choices in medical, dental, vision and disability programs as well as a variety of voluntary benefits. You will be eligible to participate in the benefits program effective the first of the month following 31 days of employment. You will receive additional information regarding your benefits during your Company New Hire Orientation. If you do not receive your benefits package within 30-days of your hire date, you should contact EmployeeAccess at 1-888-833-1839.


ADT Retirement Savings and Investment Plan (“RSIP,” or “401(k) Plan”) 
You are eligible to participate in the 401(k) plan from your date of hire. The 401(k) Plan provides for retirement savings through pre-tax and/or Roth employee contributions and a generous Company matching contribution. The Company currently contributes $1 for every dollar you contribute, up to the first 5% of your eligible pay, and you will be fully vested in the Company matching contribution after three years of service.


ADT Supplemental Savings and Retirement Plan (“SSRP”) 
In addition to the 401(k) plan, the Company offers you another opportunity to save money on a tax-deferred basis above the IRS or Plan limits within the 401(k) Plan. Under this non-qualified program, you may defer a portion of your base salary and/or annual performance-based bonus and have the opportunity to receive distributions while still working for ADT. If you participate in the SSRP, you may receive Company contributions equal to the matching percentage rate you would be eligible to receive under the 401(k) Plan. Limited plan options are available during mid-year enrollments, while all options are available during annual enrollment, held each September for the upcoming Plan year. More details are available within your enrollment materials, which will be provided to you after your hire date.


Medical and/or Dental Plans
You will be eligible to participate in the Company-sponsored Medical and/or Dental plan, on a contributory basis, effective the first of the month following 30 days of employment with the Company. All of our benefit programs are reviewed annually and changes in plan design and/or employee contributions are the norm. 


Executive Physical Program
You will be eligible to participate in the Company’s Executive Health Management Program. Information will be sent to you under separate cover.


Paid Time Off (PTO) and Holidays 
You will be eligible for paid time off (PTO) in accordance with the Company PTO policy.  You will be provided with details during new hire orientation.  Additionally, you will be provided with a copy of this year's holiday schedule.


Severance Plans
You will be eligible to participate in The ADT Corporation Severance Plan for U.S. Officers and Executives (“Severance Plan”). In the event of a qualifying termination of your employment under the Severance Plan, you will be eligible for such benefits as provided in the Plan, which provides severance cash benefits of 18 months base salary and 18 months target annual bonus.


You will also be eligible to participate in The ADT Corporation Change in Control Severance Plan (“CIC Severance Plan”). In the event of a qualifying termination of your employment under the CIC Severance Plan, you will be eligible for such benefits as provided in the Plan, which provides severance cash benefits of 24 months base salary and 24 months target annual bonus.


Non-Competition and Non-Solicitation


In accepting this employment offer, and in consideration of this employment offer and/or ADT's continued obligation and promise to provide you with confidential and propriety information pertaining to its business operations and customers, and your promise and obligation not to use or disclose that information except in the course of performing your job duties, you agree that, except as prohibited by law, during your employment with ADT and its parents, subsidiaries or affiliates, and for the one (1) year period following your termination of employment for any reason, 













you will not directly or indirectly, own, manage, operate, control (including indirectly through a debt or equity investment), provide services to, or be employed by, any person or entity engaged in any business that is (i) located in or provides services or products to a region with respect to which you had substantial responsibilities while employed by ADT or its parents, subsidiaries or affiliates, and (ii) competitive with (A) the line of business or businesses of ADT or its parents, subsidiaries or affiliates that you were employed with during your employment (including any prospective business to be developed or acquired that was proposed at the date of termination), or (B) any other business of ADT or its parents, subsidiaries or affiliates with respect to which you had substantial exposure during such employment.


Further, in accepting this employment offer, and in consideration of this employment offer and/or ADT's continued obligation and promise to provide you with confidential and propriety information pertaining to its business operations and customers, and your promise and obligation not to use or disclose that information except in the course of performing your job duties, you agree that, except as prohibited by law, during your employment with ADT and its parents, subsidiaries or affiliates, and for the two (2) year period thereafter, you will not, directly or indirectly, on your own behalf or on behalf of another (i) solicit, recruit, aid or induce any employees of ADT or its parents, subsidiaries or affiliates to leave their employment with ADT or its parents, subsidiaries or affiliates in order to accept employment with or render services to another person or entity unaffiliated with ADT or its parents, subsidiaries or affiliates, or hire or knowingly take any action to assist or aid any other person or entity in identifying or hiring any such employee, or (ii) solicit, aid, or induce any customer of ADT or its parents, subsidiaries or affiliates to purchase goods or services then sold by ADT or its parents, subsidiaries or affiliates from another person or entity, or assist or aid any other persons or entity in identifying or soliciting any such customer, or (iii) otherwise interfere with the relationship of ADT or its parents, subsidiaries or affiliates with any of their employees, customers, vendors, agents, or representatives.


Irreparable injury will result to ADT and to its business, in the event of a breach by you of any of your covenants and commitments you have accepted as a condition of this employment offer, including the covenants of non-competition and non-solicitation. Therefore, in the event of a breach of such covenants and commitments, ADT reserves all rights to seek any and all remedies and damages permitted under law, including, but not limited to, injunctive relief, equitable relief and compensatory damages.
Governing Law
The validity, interpretation, construction and performance of the provisions of this offer letter shall be governed by the laws of the state of Florida without reference to principles of conflicts of laws that would direct the application of the law of any other jurisdiction.  In the event of any dispute between the parties, it is agreed that the United States courts shall be the exclusive forum for the resolution of the same.
Severability; Successors


The invalidity or unenforceability of any provision of this offer letter will not affect the validity or enforceability of the other provisions of this offer letter, which will remain in full force and effect. Moreover, if any provision is found to be excessively broad in duration, scope or covered activity, the provision will be construed, and to the extent necessary will be deemed to be amended, so as to be enforceable to the maximum extent compatible with applicable law. Any non-solicitation and/or non-competition provision contained in this offer letter is 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 parties expressly authorize the Company (including all third party beneficiaries) and its successors and assigns to enforce these provisions.




Employment Relationship; Modification of Terms of Offer


Please be advised that neither this letter nor any statement made by ADT or its parents, subsidiaries or affiliates is intended to be a contract of employment for a definite period of time. That means that the employment relationship established by this letter is “at will” and either you or ADT may terminate the employment relationship at any time and for any reason, with or without cause or notice.  The Company may from time to time and in its own discretion, change the terms and conditions of your employment with or without notice.















Conditions of Employment


Your employment is contingent upon the following which will be described below in greater detail: 
•    Execution of this offer letter
•    Successful completion of a background check
•    Successful completion of a drug test
•    Documentation of your identity and unrestricted legal authority to work in the United States


Additionally, your on-going employment will be conditioned upon: 1) compliance with your promises of non-solicitation; 2) execution of and on-going compliance with the Company's Confidentiality and New Inventions Agreement; and 3) your acknowledgement of and compliance with the ADT Code of Conduct, which will be provided for your review during your first week of employment.


To indicate your acceptance of this offer, please return a signed copy of this letter to me. Once you have indicated your acceptance of this offer, you will receive an email from ADT with a link that you will need to access in order to provide additional information so that we may conduct your background investigation and drug screening. 
 
After submitting your background investigation information, you will receive an email from Sterling Infosystems with a link to obtain your drug screening form. The Sterling Infosystem "ePassport" confirmation should be printed and brought with you to your chosen testing facility.  Drug screening must be completed within 48 business hours of receipt of the drug testing instructions email. If you are not able to print the Sterling Infosystems "ePassport" confirmation, you may write down the confirmation/bar code and bring it with you to the drug testing facility which you have chosen.
 
The background investigation must be completed and cleared before your first day of employment.  A Company representative will contact you to confirm your start date. 
 
During your first three (3) business days of employment, you will be required to provide documentation that satisfies requirements of the Form I-9. Please note that this is a legal requirement under federal immigration laws.


Bob, I am excited about the prospect of your joining the ADT leadership team. Should you have any questions about any of the items indicated above, please call me.


Sincerely, 








James D. DeVries
President & Chief Executive Officer






I understand that neither this letter nor any statement made by the Company is intended to be a contract of employment for a definite period of time, and either the Company or I may terminate my employment relationship at any time and for any reason, with or without cause or notice. I hereby accept this offer of employment with the Company.


ACCEPTED:


	
					
	 
	 
	 
	 
	  /s/ Bob Kupbens

	 
	 
	 
	 
	Name: Bob Kupbens

	 
	 
	 
	 
	April 26, 2019

	 
	 
	 
	 
	Date