Restricted Stock Unit Award



 Exhibit 10.62 
  
 INTERDIGITAL COMMUNICATIONS CORPORATION 
 RESTRICTED STOCK UNIT AWARD 
  
 This is a Restricted Stock Unit Award is made as of                      (the “Date of Grant”) by
InterDigital Communications Corporation (the “Company”) to                      (“Grantee”). 
  
 1. Definitions. Capitalized terms shall have the meanings set forth
below or in the Plan. As used herein: 
  
 (a)
“Account” shall mean a bookkeeping account reflecting Grantee’s ownership interest in restricted stock units. 
  
 (b) “Change in Control Event” means any transaction or series of transactions that constitutes: 
  
 (i) a change in the ownership of the Company, within the
meaning of Q&A 12 of IRS Notice 2005-1; 
  
 (ii) a change in effective control of the Company, within the meaning of Q&A 13 of IRS Notice 2005-1; or 
  
 (iii) a change in the ownership of a substantial portion of the assets of the Company, within the meaning of Q&A 14 of IRS Notice
2005-1. 
  
 (c) “Committee”
shall mean the Compensation & Stock Option Committee of the Board or, in the event the Grantee is serving on the Compensation & Stock Option Committee at the relevant time, the Board. 
  
 (d) “Disability” shall have the meaning set forth
in Section 409A(a)(2)(C) of the Internal Revenue Code, or any successor provision. 
  
 (e) “Dividend Equivalent” means payments equivalent to dividends paid on Shares, as described in Section 7 herein.

  
 (f) “Fair Market Value”
means the closing price of a Share on the exchange or on NASDAQ, as reported in The Wall Street Journal on the relevant valuation date or, if there is no trading on that date, on the next preceding trading date. 
  
 (g) “Plan” means the InterDigital
Communications Corporation 1999 Restricted Stock Plan, as amended, incorporated herein by reference. 









 (h) “Restricted Period” means, with respect to each Share of Restricted
Stock, the period beginning on the Date of Grant and ending on the Vesting Date. 
  
 (i) “Restricted Stock Units” means a right to receive
                     Shares issued pursuant to the Plan. 
  
 (j) “Share” or “Shares” means shares of the common stock of the Company,
par value $0.01. 
  
 (k) “Vesting
Date” means the earliest of (i) _______________ (2,000 Shares vest); _________ (2,000 Shares vest); or _________ (2,000 Shares vest), (ii) the consummation of a Terminating Event, as defined in the Plan, (iii) Grantee’s death or
Disability, or (iv) the date on which Grantee suffers an Unforeseeable Emergency. 
  
 (l) “Unforeseeable Emergency” means an unforeseeable emergency within the meaning of Section 409A(a)(2)(B)(ii) of the Internal
Revenue Code, or any successor provision. 
  
 2. Grant of
Restricted Stock Units. 
  
 (a) Subject to
the terms and conditions set forth herein and in the Plan, the Company hereby grants to Grantee the Restricted Stock Units. The Company shall maintain an Account for Grantee reflecting the number of Restricted Stock Units credited to Grantee
hereunder as a result of this grant of Restricted Stock Units and any crediting of additional Restricted Stock Units to Grantee pursuant to Dividend Equivalents. 
  
 (b) All of the terms, conditions and other provisions of the Plan are hereby incorporated by reference into
this Agreement. Capitalized terms used in this Agreement but not defined herein shall have the same meanings as in the Plan. If there is any conflict between the provisions of this Agreement and the provisions of the Plan, the provisions of the Plan
shall govern. Grantee acknowledges receipt of a copy of the Plan and hereby agrees to be bound by the Plan (as presently in effect or hereafter amended) and this Agreement, and by all decisions and determinations of the Committee thereunder. (For
purposes of this provision and other provisions of this Agreement, references to the Committee include any persons or administrative body to whom the Committee has delegated authority.) 
  
 3. Restrictions on Restricted Stock Units. Subject to the terms and conditions set forth herein and in the Plan,
during the Restricted Period, Grantee shall not be permitted to sell, transfer, pledge or assign the Restricted Stock Units except by will or by the laws of descent and distribution. No such transfer occurring as a result of the Grantee’s death
shall be effective to 

  

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bind the Company unless the Committee shall have been furnished with a copy of the applicable will or such other evidence as the Committee may deem necessary
to establish the validity of the transfer. 
  
 4. Vesting and
Forfeiture. 
  
 (a) Unless forfeited under
Section 4(b) herein, Restricted Stock Units granted hereunder shall vest (meaning that the risk of forfeiture of such Restricted Stock Units shall lapse) at the earliest of (i) the Vesting Date, or (ii) to the extent determined by the Committee, in
its sole discretion. Each Restricted Stock Unit credited as a result of Dividend Equivalents under Sections 7(b)(i) and (ii) herein shall be fully vested and nonforfeitable from and after the date of grant (which date shall be deemed the Vesting
Date of the Units so credited under sections 7(b)(i) or (ii) for purposes of settlement under Section 6). Each Restricted Stock Unit credited as a result of Dividend Equivalents under Section 7(b)(iii) shall vest at the time of vesting of the
forfeitable Restricted Stock Unit which gives rise, directly or indirectly, to the crediting of such Dividend Equivalent Restricted Stock Unit (which date shall be deemed the Vesting Date of the Units so credited under sections 7(b)(iii) for
purposes of settlement under Section 6). 
  
 (b)
If Grantee’s service as a director of the Company ends prior to the Vesting Date, all unvested Restricted Stock Units shall be forfeited. 
  
 5. Nontransferability. Until the Restricted Stock Units become settleable under Section 4 herein, Restricted Stock Units shall not be transferable.
No such transfer occurring as a result of the Grantee’s death shall be effective to bind the Company unless the Committee shall have been furnished with a copy of such will or such other evidence as the Committee may deem necessary to establish
the validity of the transfer. 
  
 6. Settlement and Election to
Defer Settlement. Restricted Stock Units granted hereunder, together with Restricted Stock Units credited as a result of Dividend Equivalents, shall be settled by delivery of one share of the Company’s Common Stock for each Restricted Stock
Unit being settled. Settlement of a Restricted Stock Unit granted hereunder shall occur upon the lapse of the risk of forfeiture of such Restricted Stock Unit under Section 4 herein, except settlement shall be deferred in certain cases if so elected
by Grantee in accordance with this Section 6. Settlement of Restricted Stock Units, which directly or indirectly result from Dividend Equivalents on Restricted Stock Units granted hereunder, shall occur at the time of settlement of the granted
Restricted Stock Unit. By filling out, signing, and returning Exhibit “A” to this Agreement, Grantee may elect to defer the date of settlement of Restricted Stock Units vested under Section 4(a) or (b) above as described in Exhibit
“A”. If Exhibit “A” is not 

  

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signed and returned, settlement of all Restricted Stock Units will occur upon the lapse of the risk of forfeiture under Section 4 herein. Grantee may elect
to defer delivery. 
  
 7. Dividend Equivalents and
Adjustments. 
  
 (a) Dividend Equivalents
shall be credited on Restricted Stock Units (other than Restricted Stock Units that, at the relevant record date, previously have been settled or forfeited) in accordance with this Section 7. 
  
 (b) Dividend Equivalents shall be credited on Restricted
Stock Units (other than Restricted Stock Units that, at the relevant record date, previously have been settled or forfeited), as follows: 
  

	 	(i)	Cash Dividends. If the Company declares and pays a dividend or distribution on its Shares in the form of cash, then a number of additional Restricted Stock Units shall be
credited to Grantee’s Account as of the payment date for such dividend or distribution equal to the number of Restricted Stock Units credited to the Account as of the record date for such dividend or distribution, multiplied by the amount of
cash actually paid as a dividend or distribution on each outstanding Share at such payment date, divided by the Fair Market Value of a Share at such payment date. 

  

	 	(ii)	Non-Cash Dividends. If the Company declares and pays a dividend or distribution on Shares in the form of property other than Shares, then a number of additional Restricted
Stock Units shall be credited to Grantee’s Account as of the payment date for such dividend or distribution equal to the number of Restricted Stock Units credited to the Account as of the record date for such dividend or distribution,
multiplied by the fair market value of such property actually paid as a dividend or distribution on each outstanding Share at such payment date, divided by the Fair Market Value of a Share at such payment date. 

  

	 	(iii)	Stock Dividends. If the Company declares and pays a dividend or distribution on Shares in the form of additional Shares, then a number of additional Restricted Stock Units
shall be credited to Grantee’s Account as of the payment date for such dividend or distribution equal to the number of Restricted Stock Units credited to the Account as of the record date for such dividend or distribution, multiplied by the
number of additional Shares actually paid as a dividend or distribution in respect of each outstanding Share. 

  

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 8. Other Terms Relating to Restricted Stock Units. 
  
 (a) The number of Restricted Stock Units credited to a
Grantee’s Account shall include fractional Restricted Stock Units calculated to at least three decimal places, unless otherwise determined by the Committee. Upon settlement of Restricted Stock Units, Grantee shall be paid, in cash, an amount
equal to the value of any fractional share that would have otherwise been deliverable in settlement of such Restricted Stock Units. 
  
 (b) It shall be a condition to the Company’s obligation to issue and deliver Shares in settlement of the Restricted Stock Units that
the Grantee (or the person to whom ownership rights may have passed by will or the laws of descent and distribution) pay to the Company, upon its demand, such amount as may be requested by the Company for the purpose of satisfying any liability to
withhold federal, state, or local income or other taxes. If the amount requested is not paid, the Company may refuse to deliver the Shares in settlement of the Restricted Stock Units until such amount is paid. The Committee may, in its discretion,
permit a Grantee (or the person to whom ownership rights may have passed by will or the laws of descent and distribution) to pay all or a portion of the amount required by the Company for such taxes, at such time and in such manner as the Committee
shall deem to be appropriate, including by authorizing the Company to withhold from the Shares to be delivered in settlement, or by agreeing to surrender to the Company on or about the date such tax liability is determinable, Shares having a Fair
Market Value on such date equal to the amount of such tax liability or a specified portion of such tax liability. 
  
 9. Absence of Tax Gross-Up Payment. There shall be no tax gross-up on the Restricted Stock Units. 
  
 10. Notices. Any notice to the Company under this Agreement shall be
made in care of the Committee to the office of the General Counsel, at the Company’s main office in King of Prussia, Pennsylvania. All notices under this Agreement shall be deemed to have been given when hand-delivered or mailed, first class
postage prepaid, and shall be irrevocable once given. 
  
 11.
Securities Laws. The Committee may from time to time impose any conditions on the Restricted Stock Units or the underlying Shares as it deems necessary or advisable to comply with applicable securities laws. 
  
 12. Award Not to Affect Service. The Award granted hereunder shall not
confer upon Grantee any right to continue as a director of the Company. 
  

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 13. Miscellaneous. 
  
 (a) The address for Grantee to which notice, demands and other communications to be given or delivered under
or by reason of the provisions hereof shall be the Grantee’s address as reflected in the Company’s personnel records. 
  
 (b) The Grantee acknowledges receipt of a copy of the Plan, a copy of which is annexed hereto, and represents that he/she is familiar with
the terms and provisions thereof, and hereby accepts the Award subject to all of the terms and provisions thereof. Grantee agrees to hereby accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions
arising under the Plan or this Agreement. Grantee authorizes the Company to withhold in accordance with applicable law from any compensation payable to him/her any taxes required to be withheld by federal, state or local law in connection with the
Award. 
  
 (c) Any provision for distribution in
settlement of Grantee’s Account hereunder shall be by means of bookkeeping entries on the books of the Company and shall not create in Grantee or any person to whom ownership right may have passed any right to, or claim against any specific
assets of the Company, nor result in the creation of any trust or escrow account for Grantee or any person to whom ownership rights may have passed. Grantee or any other person entitled to a distribution hereunder shall be a general creditor of the
Company. 
  
 (d) To the extent not preempted by
federal law, the validity, performance, construction and effect of this Award shall be governed by the laws of Pennsylvania, without giving effect to principles of conflicts of law. 
  
 IN WITNESS WHEREOF, this Restricted Stock Award has been duly executed. 
  

									
	ATTEST:	 	 	 	INTERDIGITAL COMMUNICATIONS CORPORATION
				
	 	 	 	 	BY:	 	 
				
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 GRANTEE


  

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 EXHIBIT “A” 
  
 INTERDIGITAL COMMUNICATIONS CORPORATION 
 RESTRICTED STOCK UNIT ELECTION TO DEFER SETTLEMENT 
 (Form for Multiple Vesting Periods - Directors)

  
 Grant Date:
             
                  Shares 
  
 Please Check Only One Election For Each Vesting Period: 
  
 First Vesting Period:             shares 
  

	 	 ̈ 	I hereby elect to have my Restricted Stock Units settled upon the lapse of the risk of forfeiture under Section 4 of the Restricted Stock Units Agreement between myself and
InterDigital Communications Corporation dated as of ________ (this election will apply if no box is checked). 

  

	 	 ̈ 	I hereby elect to defer the settlement of my Restricted Stock Units until ___________________________ (subject to accelerated settlement upon the consummation of a Terminating
Event* or my cessation of service as a director of the Company). 

  

	 	 ̈ 	I hereby elect to defer the settlement of my Restricted Stock Units until my cessation of service as a director of the Company (subject to accelerated settlement upon the
consummation of a Terminating Event*). 

  
 Second
Vesting Period:              shares 
  

	 	 ̈ 	I hereby elect to have my Restricted Stock Units settled upon the lapse of the risk of forfeiture under Section 4 of the Restricted Stock Units Agreement between myself and
InterDigital Communications Corporation dated as of ________ (this election will apply if no box is checked). 

  

	 	 ̈ 	I hereby elect to defer the settlement of my Restricted Stock Units until ___________________________ (subject to accelerated settlement upon the consummation of a Terminating
Event* or my cessation of service as a director of the Company). 

  

	 	 ̈ 	I hereby elect to defer the settlement of my Restricted Stock Units until my cessation of service as a director of the Company (subject to accelerated settlement upon the
consummation of a Terminating Event*). 

  

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 Third Vesting Period (if applicable):             
shares 
  

	 	 ̈ 	I hereby elect to have my Restricted Stock Units settled upon the lapse of the risk of forfeiture under Section 4 of the Restricted Stock Units Agreement between myself and
InterDigital Communications Corporation dated as of ________ (this election will apply if no box is checked). 

  

	 	 ̈ 	I hereby elect to defer the settlement of my Restricted Stock Units until ___________________________ (subject to accelerated settlement upon the consummation of a Terminating
Event* or my cessation of service as a director of the Company). 

  

	 	 ̈ 	I hereby elect to defer the settlement of my Restricted Stock Units until my cessation of service as a director of the Company (subject to accelerated settlement upon the
consummation of a Terminating Event*). 

  

	*	As defined in the 1999 Restricted Stock Plan, as amended. 

  

	
	
	 


  

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