exv10w70






EXHIBIT 10.70




Amendment to Amended and Restated Employment Agreement




     This AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT is made this 17th day of
November, 2008, and amends the Amended and Restated Employment Agreement (the “Employment
Agreement”), dated as of May 16, 2005, by and between William J. Merritt (the “Employee”) and
InterDigital, Inc., a corporation organized and existing under the laws of the Commonwealth of
Pennsylvania (the “Company”), and is entered into by the Employee and the Company.



     WHEREAS, the Company and the Employee desire to enter into certain modifications to the
Employment Agreement in order to comply with certain changes in the federal tax rules regarding the
treatment of “nonqualified deferred compensation” plans or arrangements; and



     WHEREAS, certain provisions of the Employment Agreement may be treated as providing for
payments that are in the nature of “nonqualified deferred compensation,” as that phrase is used for
purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”); and



     WHEREAS, the Employment Agreement may be amended by written agreement executed by the Company
and the Employee.



     NOW, THEREFORE, in consideration of the mutual covenants and obligations contained herein, and
intending to be legally bound herby, the Employee and the Company agree as follows:



     1. Section 5(d) of the Employment Agreement is hereby amended by the addition of the following
at the end thereof:




“All amounts payable as a “tax gross-up” under this Section 5(d) shall be paid as
soon as practicable following the determination of the amount required to be paid to
the Employee, and in no event later than the end of the calendar year following the
calendar year in which the Employee pays the taxes subject to the “gross-up”
provision. The preceding sentence is intended to be consistent with the
requirements for treatment of such payments as payable at a specified time for
purposes of Code Section 409A, as such requirements are set forth in Treasury
Regulation Section 1.409A-3(i)(1)(v).”



     2. Section 5(e) of the Employment Agreement is hereby amended and restated in its entirety, to
read:




     “(e) Notwithstanding anything in this Agreement to the contrary, in the event
any amounts payable to the Employee by reason of his termination of employment are
determined to constitute payments of “nonqualified deferred compensation” as that
term is used for purposes of Section 409A of the Internal Revenue Code of 1986, as
amended (the “Code”), and such amounts would, but for this Section 5(e), be payable
before the six month anniversary of his



 









 







termination of employment, then payment of such amounts shall be delayed until
the first business day following such six month anniversary of the Employee’s
termination of employment to the extent such deferral of payment is required to
comply with Code Section 409A(a)(2)(B)(i) (required delay in payment of deferred
compensation for “specified employees” of publicly traded corporations).”



     3. Section 10.5(a) of the Employment Agreement is hereby amended by the addition of the
following at the end thereof:




“Notwithstanding anything to the contrary set forth in this Section 10.5(a),
Employee shall not be considered to have terminated employment for Good Reason
unless the following requirements have been satisfied:




     (i) The Employee must provide notice to the Company within ninety (90) days of
the initial existence of the basis for his claim to have Good Reason to terminate
his employment.




     (ii) The Company must have failed to remedy the condition that is claimed to
constitute Good Reason within thirty (30) days of receiving notice from the
Employee.




     (iii) The Employee’s subsequent termination of employment must actually occur
no more than two (2) years following the initial existence of the basis for his
claim to have Good Reason to terminate his employment.”



     4. In all other respects, the Employment Agreement remains in full force and effect.



     IN WITNESS WHEREOF, the parties have caused this Amendment to the Employment Agreement to be
executed as of the day and year first written above.



	 	 	 	 	 	 	 
	 	 	INTERDIGITAL, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Gary D. Isaacs
 

Gary D. Isaacs
	 	 
	 

	 	 	 	Chief Administrative Officer	 	 
	 
	 	 	 	 	 	 
	 	 	/s/ William J. Merritt	 	 
	 	 	 	 	 
	 	 	William J. Merritt	 	 







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