exv10w6







EXHIBIT 10.6




INTERDIGITAL, INC.




STANDARD TERMS AND CONDITIONS FOR RESTRICTED STOCK UNITS

(Nonemployee Directors)



These Standard Terms and Conditions apply to any Award of restricted stock units granted to
Nonemployee Directors of the Company on or after June 4, 2009 under the InterDigital, Inc. 2009
Stock Incentive Plan and its amendments (the “Plan”), which are evidenced by a Term Sheet or an
action of the Administrator that specifically refers to these Standard Terms and Conditions.




          1. Definitions. Capitalized terms not defined herein shall have the meanings set
forth in either the Term Sheet or the Plan. As used herein:




               (a) “Account” means a bookkeeping account reflecting Grantee’s interest in restricted
stock units.



               (b) “Disability” means a physical or mental condition or illness that renders Grantee
incapable of performing his or her duties for a total of 180 days or more during any consecutive
12-month period.



               (c) “Dividend Equivalent” means credits arising in respect of dividends paid on
Shares, as described in Section 6 herein.



               (d) “Restricted Period” means the period beginning on the Date of Grant and ending on
the final Vesting Date.



               (e) “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) The Company has granted to Grantee named in the Term Sheet provided to said Grantee
herewith (the “Term Sheet”) an award of a number of restricted stock units (the “Award”) specified
in the Term Sheet. Each restricted stock unit represents the right to receive one share of the
Company’s Common Stock, upon the terms and subject to the conditions set forth in the Term Sheet,
these Standard Terms and Conditions, and the Plan, each as amended from time to time. For purposes
of these Standard Terms and Conditions and the Term Sheet, any reference to the Company shall,
unless the context requires otherwise, include a reference to any Subsidiary.



               (b) The Company shall maintain an Account for Grantee reflecting the number of restricted
stock units credited to Grantee hereunder.



          3. Restrictions on Restricted Stock Units. Subject to the terms and conditions set
forth herein and in the Plan, Grantee shall not be permitted to sell, transfer, pledge or assign
the Award or the Shares subject to the Award except by will or by the laws of descent and
distribution. No such transfer occurring as a result of Grantee’s death shall be effective to bind
the Company unless the Administrator shall have been furnished with a copy of the applicable will
or such other evidence as the Administrator may deem necessary to establish the validity of the
transfer.




          4. Vesting and Forfeiture.




 









 








               (a) The Award shall not be vested as of the Grant Date set forth in the Term Sheet and shall
be forfeitable unless and until otherwise vested pursuant to the terms of the Term Sheet and these
Standard Terms and Conditions. After the Grant Date, subject to termination or acceleration as
provided in these Standard Terms and Conditions and the Plan, the Award shall become vested as
described in the Term Sheet, provided that (except as set forth in Section 5 below) Grantee remains
continuously in service to the Company through the applicable Vesting Date. Each restricted stock
unit credited under Section 6 in respect of Dividend Equivalents shall vest at the time of vesting
of the portion of the Award that gives rise, directly or indirectly, to such Dividend Equivalent.



               (b) Except as set forth in Section 4(c) hereof, upon the date Grantee’s service to the Company
terminates for any reason, the then unvested portion of the Award shall be forfeited by Grantee and
cancelled and surrendered to the Company without payment of any additional consideration to
Grantee.



               (c) If Grantee’s service with the Company ceases prior to the applicable Vesting Date due to
death or Disability, then Grantee will become vested in a pro-rata portion of the Award. That
pro-rata portion will be determined by multiplying the number of restricted stock units by a
fraction equal to the portion of the Restricted Period that has transpired prior to such cessation
of service or employment. Settlement for the portion of the Award that becomes vested pursuant to
this Section 4(c) will occur on the first business day following the termination of service,
provided, however, that in no event will settlement of Grantee’s restricted stock units be made
before the date which is six months after the date of Grantee’s termination of service if Grantee
is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code.



          5. Settlement and Election to Defer Settlement. Each restricted stock unit credited
hereunder (including restricted stock units credited in respect of Dividend Equivalents) will be
settled by the delivery of one share of Common Stock (subject to adjustment under Section 12 of the
Plan). Subject to Section 4(c) hereof, except to the extent Grantee has elected that delivery be
deferred in accordance with the rules and procedures prescribed by the Administrator (which rules
and procedures, among other things, shall be consistent with the requirements of Section 409A of
the Code), settlement will occur on the first business day following the applicable Vesting Date,
provided, however, that (a) if the Vesting Date occurs as a result of a Change in Control, then
settlement will occur on the Vesting Date if such Change in Control qualifies as either (i) a
“change in the ownership” of the Company, (ii) a “change in the effective control” of the Company
or (iii) a “change in the ownership of a substantial portion of the assets” of the Company (each as
defined under Section 409A of the Code), (b) if the Vesting Date occurs as a result of an
Unforeseeable Emergency, then settlement will occur on the Vesting Date only to the extent
permitted by Section 409A(a)(2)(B)(ii)(II) of the Code and (c) any portion of the Award for which
settlement is delayed pursuant to the preceding clauses (a) or (b) will be settled on the date on
which such portion of the Award would have been settled in the absence of the Unforeseen Emergency
or Change in Control (as applicable).




          6. Dividend Equivalents and Adjustments. Dividend Equivalents shall be credited on
the restricted stock units subject to this Award (other than restricted stock units that, at the
relevant record date, previously have been settled or forfeited) in accordance with this Section 6:




               (a) 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 as of such
payment date.



               (b) 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 as of such
payment date.




               (c) 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 or split, multiplied by the number of additional Shares actually paid as a dividend or
distribution or issued in such split in respect of each outstanding Share.



          7. Other Terms Relating to Restricted Stock Units. 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 Administrator. 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.




          8. Rights as Stockholder. Excepts with respect to Dividend Equivalents as set forth
herein, Grantee will not be entitled to any privileges of ownership of the shares of Common Stock
(including, without limitation, any voting rights) underlying the Award (whether or not vested)
unless and until shares of Common Stock are actually delivered to Grantee hereunder.




          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 shall be made in care of the Administrator to
the office of the General Counsel, at the Company’s main office in King of Prussia, Pennsylvania.
All notices 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 Administrator 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 service as an employee and/or director of the Company.




          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 Grantee’s address as reflected in
the Company’s personnel records.



               (b) 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.



               (c) These Standard Terms and Conditions shall inure to the benefit of and be binding upon the
parties hereto and their respective permitted heirs, beneficiaries, successors and assigns.



 









 





               (d) In addition to these Standard Terms and Conditions, the Award shall be subject to the
terms of the Plan and the Term Sheet, which are incorporated into these Standard Terms and
Conditions by this reference. In the event of a conflict between the terms and conditions of these
Standard Terms and Condition and the Plan, the Plan controls.



               (e) Any question concerning the interpretation of these Standard Terms and Conditions, the
Term Sheet or the Plan, any adjustments required to be made hereunder, and any controversy that may
arise under these Standard Terms and Conditions, the Term Sheet or the Plan shall be determined by
the Administrator in its sole and absolute discretion. All decisions by the Administrator shall be
final and binding.



               (f) To the extent not preempted by federal law, the validity, performance, construction and
effect of this award shall be governed by the laws of the Commonwealth of Pennsylvania, without
giving effect to principles of conflicts of law.