EX-10.5






EXHIBIT 10.5




AMENDED AND RESTATED EMPLOYMENT AGREEMENT




THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) dated as of the date
set forth on the signature page below, effective as of January 21, 2013 (the “Effective
Date”) by and between James Nolan (the “Executive”), InterDigital, Inc., a corporation
organized and existing under the laws of the Commonwealth of Pennsylvania (the “Company”)
and InterDigital Communications, Inc., a corporation organized and existing under the laws of the
state of Delaware (“Communications”).



WHEREAS, the Company desires to provide for the services of the Executive upon and following
the Effective Date and this Agreement shall govern the employment relationship between the
Executive and the Company from and after the Effective Date, and, as of the Effective Date,
supersedes all previous agreements with respect to such relationship; and



WHEREAS, the Executive desires to be in the employ of the Company on the terms and conditions
set forth in this Agreement.



NOW, THEREFORE, in consideration of the mutual covenants and obligations contained herein, and
intending to be legally bound, the parties, subject to the terms and conditions set forth herein,
agree as follows:



1. Period of Employment. The “Period of Employment” shall be a period of two
(2) years commencing on the Effective Date and ending at the close of business on the second
(2nd) anniversary of the Effective Date; provided, however, that this
Agreement shall be automatically renewed, and the Period of Employment shall be automatically
extended for one (1) additional year on each anniversary of the Effective Date (commencing with the
second anniversary of the Effective Date), unless either party gives notice, in accordance with
subsection 11.2 hereof, at least ninety (90) days prior to such anniversary, that the Period of
Employment shall not be extended (or further extended, as the case may be) (any such notice, a
“Nonrenewal Notice”). However, in the event that the annual payout amounts under the
Incentive Plan (as defined below) and/or the Program (as defined below) for the plan year
immediately prior to the expiration of the Period of Employment have not been paid upon the
expiration of the Period of Employment following the delivery of a Nonrenewal Notice, the Period of
Employment shall be extended until such amounts are paid out under the Incentive Plan or Program,
as applicable. Further, in the event that a Change in Control (as defined below) occurs at any
time during the Period of Employment, then, notwithstanding anything to the contrary herein, the
Period of Employment shall extend for an additional year and ninety (90) days from the date of the
Change in Control, provided such extension serves to lengthen the Period of Employment that would
otherwise have been in place. The term “Period of Employment” shall include any extension thereof
pursuant to the three preceding sentences. Provision of a Nonrenewal Notice shall not be a breach
of this Agreement and shall not constitute either a termination by the Company without “Cause” or
resignation by the Executive for “Good Reason” (each, as defined herein). Upon the expiration of
the Period of Employment following the delivery of a Nonrenewal Notice, this Agreement, including
the provisions of Section 10 (“Survival of Provisions”), will no longer be in effect.
Notwithstanding the foregoing, the Period of Employment is subject to earlier termination as
provided in Section 8 of this Agreement.



2. Position and Duties.



2.1 Position. During the Period of Employment, the Executive shall serve the Company
as its Executive Vice President, Research and Development and shall have the powers, authorities,
and duties of management usually vested in the office of the Executive Vice President, Research and
Development of a corporation of a similar size and nature to the Company. The Executive shall be
employed by Communications, working from its Melville, New York office, as Executive Vice
President, Research and Development shall have the powers, authorities, and duties of management
usually vested in the position of the Executive Vice President, Research and Development of a
corporation of a similar size and nature to the Company and that the Company’s Board of Directors
(the “Board”) and as otherwise directed by any officer of the Company to whom the Executive
reports, may assign to the Executive from time to time, for the benefits provided pursuant to this
Agreement. The Executive shall report to the President, Communications, during the Period of
Employment, and shall perform faithfully and diligently all duties assigned to the Executive in
service of the Company and/or any and all past, present or future parent and/or subsidiaries and
their respective and/or affiliated entities (the “Related Entities”).



2.2 Diligent Efforts/Full-Time. The Executive shall expend the Executive’s diligent
efforts on behalf of the Company, and shall abide by all policies and decisions made by the
Company, as well as applicable federal, state and local laws, regulations or ordinances. The
Executive shall act in the best interest of the Company at all times. The Executive shall devote
the Executive’s full business time and efforts to the performance of the Executive’s assigned
duties for the Company.



3. Other Business Activities. During the Period of Employment, the Executive shall
not, without the prior written consent of the Company, engage in any other business activities or
pursuits whatsoever, except activities in connection with any charitable or civic activities,
personal investments and serving as an executor, trustee or in other fiduciary capacity;
provided, however, that such activities do not interfere with the performance of
his responsibilities and obligations pursuant to this Agreement.



4. Compensation.



4.1 Base Salary. During the Period of Employment, as compensation for the Executive’s
performance of the Executive’s duties hereunder, the Company shall pay to the Executive a base
salary at an annualized rate of $325,000, subject to any increase from time to time in accordance
with the Company’s compensation policies, payable in accordance with the normal payroll practices
of the Company (the “Base Salary”).



4.2 Short-Term Incentive Plan. During the Period of Employment, the Executive shall
be eligible to participate in the Company’s Short-Term Incentive Plan (as amended from time to
time, the “Incentive Plan”), on terms and conditions no less favorable than those provided
generally to the other similarly situated officers of the Company, for so long as the same may be
in effect. For the 2013 fiscal year, the Executive shall have a target bonus level of 50% of the
Base Salary (the “Target Bonus”) under the Incentive Plan. Any bonus earned pursuant to
the Incentive Plan shall be subject to the terms and conditions of the Incentive Plan. The Company
reserves the right to change or eliminate the Incentive Plan at any time, without prior notice to
or the consent of the Executive.



4.3 Long-Term Compensation Plan. During the Period of Employment, the Executive shall
be eligible to participate in the Company’s Long-Term Compensation Program (as it may be amended
from time to time, the “Program”) on terms and conditions no less favorable than those
provided generally to the other similarly situated officers of the Company, for so long as the same
may be in effect. For the cycle beginning in the 2013 fiscal year, the Executive’s level of
participation in the Program shall be a target payout of $600,000, pursuant to the terms and
conditions of the Program. Any awards earned pursuant to the Program shall be subject to the terms
and conditions of the Program. The Company reserves the right to change or eliminate the Program
at any time, without prior notice to or the consent of the Executive.



5. Benefits. During the Period of Employment, the Executive shall be entitled to
participate in all employee pension and welfare benefit plans and programs, and fringe benefit
plans and programs, made available by the Company to the Company’s employees generally, in
accordance with the eligibility and participation provisions of such plans and as such plans or
programs may be in effect from time to time. The Company reserves the right to change or eliminate
such benefit plans and programs, at any time, without prior notice to or the consent of the
Executive.



6. Confidentiality and Proprietary Rights. The Executive executed the Company’s
Nondisclosure and Assignment of Ideas Agreement, as amended from time to time, as a condition of
his employment, which is incorporated herein by reference.



7. Covenants. The Executive shall not, during the Period of Employment and thereafter
for the Restricted Period (as defined below), do any of the following, directly or indirectly,
except in connection with the performance of the Executive’s duties for the Related Entities,
without the prior written consent of the Company:



7.1 engage or participate in (as owner, stockholder, lender, partner, co-venturer, director,
officer, employee, agent consultant or otherwise) any business directly competitive with the
Related Entities’ business, as conducted during the twelve (12) month period immediately preceding
the termination of the Executive’s employment hereunder (for any reason);



7.2 become interested in (as owner, stockholder, lender, partner, co-venturer, director,
officer, employee, agent, consultant or otherwise) any person, firm, corporation, association or
other entity engaged in any business that is directly competitive with the business of the Related
Entities, as conducted during the twelve (12) month period immediately preceding the termination of
the Executive’s employment hereunder (for any reason), or become interested in (as owner,
stockholder, lender, partner, co-venturer, director, officer, employee, agent, consultant or
otherwise) any portion of the business of any person, firm, corporation, association or other
entity where such portion of such business is directly competitive with the business of the Related
Entities, as conducted during the twelve (12) month period immediately preceding the termination of
the Executive’s employment hereunder (for any reason);



7.3 influence or attempt to influence any licensee, strategic partner, supplier, or customer
of the Related Entities or any potential licensee, strategic partner, supplier or customer of the
Related Entities to terminate or modify any written or oral agreement or course of dealing with the
Related Entities; or



7.4 influence or attempt to influence any person or entity to either (i) terminate or modify
their employment, consulting, agency, distributorship or other arrangement with the Related
Entities, or (ii) employ or retain, or arrange to have any other person or entity employ or retain,
any person or entity that has been employed or retained by the Related Entities as an employee,
consultant, agent or distributor of the Related Entities at any time during the twelve (12) month
period immediately preceding the termination of the Executive’s employment hereunder (for any
reason).



For purposes of this Agreement, the “Restricted Period” shall constitute either (i) a
period of two (2) years following termination of employment pursuant to subsection 8.4 hereof or
(ii) as applicable, (x) the period, if any, that the Executive shall receive severance as set forth
in subsection 8.2.1 hereof; (y) a period of one (1) year following termination of employment
hereunder pursuant to subsection 8.1 hereof, or (z) a period of one (1) year following termination
of employment in the event that the Executive’s employment is terminated hereunder pursuant to
subsection 8.3.1, so long as the Company determines, in its sole discretion, to pay the Executive
severance in the amount of one (1) times the sum of the Executive’s Base Salary then in effect on
the date of termination, with such severance to be paid equally over a period of twelve (12)
months in a manner set forth in subsection 8.2.1 hereof, including without limitation, the
requirements relating to the execution and delivery of a separation agreement (which the Company
shall be under no obligation to do). In the case of clause (z) above, the Executive shall specify,
in a notice of termination provided in accordance with subsection 11.2 hereof, the name of any
employer that the Executive intends to accept employment with and the nature of the proposed
position. In the event that the Company determines to pay severance to the Executive following a
termination of employment pursuant to subsection 8.3.1, the Company shall notify the Executive of
its decision of whether or not to enforce the Restricted Period within twenty (20) days after
receiving the Executive’s notice of termination.



An activity shall be deemed “directly competitive” hereunder when there is a reasonable
likelihood based on the Executive’s actual possession (whether or not in tangible form) of Company
Confidential Information that such activity would result in the use of such Company Confidential
Information to the material detriment of the Company; provided, however, that
“directly competitive” shall not mean activity that merely includes similar activities, duties
and/or responsibilities (a) as Executive’s position and duties for Company prior to any termination
or separation from Company; (b) in the field of wireless communications, in whole or in part, (c)
in connection with a patent portfolio that includes patent assets, in whole or in part, directed to
wireless communications; and/or (d) in connection with a patent monetization program or other
licensing programs. Proof that the future activity is directly competitive activity as defined
herein shall be the burden of the Company.



Notwithstanding the foregoing, nothing herein shall prevent the Executive from holding less
than one percent (1%) of the outstanding securities of any class of any publicly traded securities
of a company that is engaged in activities referenced in subsection 7.1 hereof.



For all purposes hereunder, “Company Confidential Information” shall mean information which is
owned by Company and/or its Related Entities and has not been publicly released or has not
otherwise become common knowledge in the field of interest. Company Confidential Information shall
not include, and this Agreement shall impose no obligations on any information that is part of
Executive’s general knowledge, skill and experience and/or (a) is or becomes generally available to
the public or (b) is made available to Executive by a third party who is lawfully in possession of
such information, and who is not in violation of any confidentiality obligation in favor of Company
and/or its Related Entities.



7.5 (a) The Executive acknowledges that, in the course of his employment with the Company
and/or the Related Entities and their predecessors, he has become familiar, or shall become
familiar, with the Company’s and the Related Entities’ and their predecessors’ Confidential
Information concerning the Company, the Related Entities and their respective predecessors and that
his services have been and will be of special, unique and extraordinary value to the Company and
the Related Entities. The Executive acknowledges and agrees that the Company would not have
entered into this Agreement, providing for compensation, severance protections, and other benefits
to the Executive on the terms and conditions set forth herein, but for the Executive’s agreements
(including those set forth in this Section 7) herein. The Executive agrees that the foregoing
covenants set forth in this Section 7 (together, the “Restrictive Covenants”) are reasonable and
necessary to protect the Company’s and the Related Entities’ Confidential Information, good will,
stable workforce, and customer relations.



(b) Without limiting the generality of the Executive’s agreement in the preceding paragraph,
the Executive (i) represents that he is familiar with and has carefully considered the Restrictive
Covenants, (ii) represents that he is fully aware of his obligations hereunder, (iii) agrees to the
reasonableness of the length of time, scope and geographic coverage, as applicable, of the
Restrictive Covenants, and (iv) agrees that the Restrictive Covenants will continue in effect for
the applicable periods set forth above in this Section 7 regardless of whether the Executive is
then entitled to receive severance pay or benefits from the Company. The Executive understands
that the Restrictive Covenants may limit his ability to earn a livelihood in a business similar to
the business of the Company and any of the Related Entities, but he nevertheless believes that he
has received and will receive sufficient consideration and other benefits as an employee of the
Company and as otherwise provided hereunder or as described in the recitals hereto to clearly
justify such restrictions which, in any event (given his education, skills and ability), the
Executive does not believe would prevent him from otherwise earning a living. The Executive agrees
that the Restrictive Covenants do not confer a benefit upon the Company disproportionate to the
detriment of the Executive.



7.6 The Executive agrees that the Executive’s services are unique and that he has access to
the Company’s and the Related Entities’ Confidential Information and work product. Accordingly,
without limiting the generality of this Section 7, the Executive agrees that a breach by the
Executive of any of the covenants in this Section 7 would cause immediate and irreparable harm to
the Company that would be difficult or impossible to measure, and that damages to the Company for
any such injury would therefore be an inadequate remedy for any such breach. Therefore, the
Executive agrees that in the event of any breach or threatened breach of any provision of this
Section 7, the Company shall be entitled, in addition to and without limitation upon all other
remedies the Company may have under this Agreement, at law or otherwise, to obtain specific
performance, injunctive relief and/or other appropriate relief (without posting any bond or
deposit) in order to enforce or prevent any violations of the provisions of this Section 7, or
require the Executive to account for and pay over to the Company all compensation, profits, moneys,
accruals, increments or other benefits derived from or received as a result of any transactions
constituting a breach of this Section 7, if and when final judgment of a court of competent
jurisdiction is so entered against the Executive. The Executive further agrees that the applicable
period of time any Restrictive Covenant is in effect following a termination of employment, as
determined pursuant to the foregoing provisions of this Section 7, shall be extended by the same
amount of time that the Executive is in breach of any Restrictive Covenant.



8. Termination. The Company or the Executive may terminate the Executive’s
employment, and the Period of Employment, at any time for any reason, or for no reason, subject to
compliance with Section 8 hereof.



8.1 Termination for Cause by the Company. The Company may terminate the Executive’s
employment, and the Period of Employment, immediately at any time for Cause. For purposes of this
Agreement, “Cause” means (a) acts or omissions constituting gross negligence, recklessness
or willful misconduct on the part of the Executive with respect to the Executive’s obligations or
otherwise relating to the business of the Company; (b) the Executive’s material breach of this
Agreement or the Company’s Nondisclosure and Assignment of Ideas Agreement; (c) the Executive’s
conviction or entry of a plea of nolo contendere for fraud, misappropriation or embezzlement, any
felony, or any crime of moral turpitude; or (d) the Executive’s willful neglect of duties as
determined in the sole and exclusive discretion of the Board. In the event the Executive’s
employment is terminated in accordance with this subsection, the Executive shall be entitled to
receive only the Base Salary then in effect, prorated to the date of termination, and any accrued
but unused PTO as of the date of the termination (the “Standard Entitlements”). All other
Company obligations to the Executive pursuant to this Agreement will become automatically
terminated and completely extinguished. For the avoidance of doubt, the Executive shall not be
entitled to receive the severance package described in subsections 8.2.1 or 8.4.1 below in the
event the Executive is terminated in accordance with this subsection.



8.2 Termination Without Cause by the Company/Severance. The Company may terminate the
Executive’s employment, and the Period of Employment, under this Agreement without Cause at any
time on thirty (30) days’ advance notice, in accordance with subsection 11.2 hereof, to the
Executive. At the Company’s election, the Executive may be asked to refrain from coming to the
office during such thirty-day notice period. In the event of such termination, the Executive shall
be entitled to receive the Standard Entitlements, and a severance package as described in
subsection 8.2.1 below, provided the Executive complies with the conditions described in
subsection 8.2.2 or 8.3.2 below, as applicable. All other Company obligations to the Executive
will be automatically terminated and completely extinguished.



8.2.1 Severance Package. If the Executive’s employment is terminated by the Company
pursuant to subsection 8.2 or if the Executive resigns pursuant to subsection 8.3.2, the Executive
shall be entitled to receive:



(a) (i) a severance payment equivalent to one and a half (1.5) times the sum of the Base
Salary then in effect on the date of termination; and (ii) payments by the Company of the premiums
required to continue the Executive’s group health care coverage for one (1) year, under the
applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985
(“COBRA”), provided that the Executive elects to continue and remains eligible for
these benefits under COBRA, and does not become eligible for health coverage through another
employer during this period, and provided, further, however, that the Executive’s
continued participation is permissible under the terms and provisions of such plans and programs,
and the Company’s payment of COBRA premiums does not violate the nondiscrimination rules of the
Patient Protection and Affordable Care Act of 2010. Subject to the separation agreement, as
described in subsection 8.2.2 below, becoming effective and irrevocable in accordance with its
terms, commencing on the first payroll date next following or coincident with the 60th
day following the termination of employment, (i) the severance payments will be paid in
substantially equal installments in accordance with the Company’s standard payroll practices over a
period of twelve (12) consecutive months, and (ii) COBRA payments will be paid in installments in
accordance with the Company’s standard payroll practices over a period of twelve (12) consecutive
months provided that at the first payment date next following or coincident with the
60th day following the termination of employment, the Executive shall receive COBRA
payments relating to such 60 day period (or longer, as the case may be) that elapsed since the
termination of employment; and



(b) outplacement services by qualified consultants selected by the Company, at the Company’s
expense, in an amount not to exceed $10,000. The expenses for outplacement services shall be paid
by the Company directly to the entity providing such services to the Executive promptly following
the Company’s receipt of appropriate invoices documenting such expenses.



All outstanding equity awards shall be treated in accordance with the documentation governing
such awards.



8.2.2 Conditions to Receive Severance Package. In order to receive the severance
package described in subsection 8.2.1 above, the Executive must: (i) comply with all surviving
provisions of this Agreement as specified in Section 10 below (except Section 3 which would not be
applicable); and (ii) execute a separation agreement in a form acceptable to the Company, including
a full general release, releasing all claims, known or unknown, that the Executive may have against
the Company arising out of or any way related to the Executive’s employment or termination of
employment with the Company and a non-disparagement provision. The separation agreement
contemplated by this Section 8.2.2 shall not broaden any existing or contemplated obligations on
the Executive as set forth in the Agreement. The Executive hereby agrees that, upon breach by the
Executive of any of the covenants described in Section 7, all Company obligations to the Executive,
including the obligations to provide (or continue to provide) the severance package described in
subsection 8.2.1 above, will be automatically terminated and completely extinguished.



8.3 Voluntary Resignation by the Executive. The Executive may voluntarily resign his
position with the Company, and the Period of Employment, with or without Good Reason, in accordance
with Section 8.3.1 or Section 8.3.2, as applicable.



8.3.1 Resignation without Good Reason. In the event the Executive resigns without
Good Reason, the Executive must provide thirty (30) days’ advance notice, in accordance with
subsection 11.2, and the Executive shall be entitled to receive only the Standard Entitlements, and
no other amount, except to the extent the Company elects to pay severance to the Executive pursuant
to Section 7.4. At the Company’s election, the Executive may be asked to refrain from coming to
the office during such thirty-day notice period. All other Company obligations to the Executive
pursuant to this Agreement will become automatically terminated and completely extinguished. For
the avoidance of doubt, the Executive shall not be entitled to receive the severance package
described in subsection 8.2.1 above or subsection 8.4.1 below.



8.3.2 Resignation for Good Reason. In the event the Executive resigns for Good
Reason, the Executive shall be entitled to receive the Standard Entitlements, and the severance
package described in subsection 8.2.1 above, provided, the Executive complies with the
conditions described in subsection 8.2.2 above. For purposes of this Agreement, “Good Reason”
means the Executive’s resignation of employment with the Company following the occurrence of one or
more of the following, in each case without the Executive’s consent: (a) a material diminution in
the Executive’s Base Salary or in the Executive’s target bonus opportunity under the Incentive Plan
as in effect for the year in which the termination occurs; (b) a material diminution in the
Executive’s title, authority, duties or responsibilities; (c) a material failure to comply with
Section 4 hereof; (d) relocation of the Executive’s primary office more than 50 miles from the
Executive’s current office; or (e) any other action or inaction that constitutes a material breach
by the Company of this Agreement or the Nondisclosure and Assignment of Ideas Agreement. For
purposes of this Agreement, Good Reason shall only exist if the Executive provides a notice of
termination for Good Reason, in accordance with subsection 11.2 hereof, within ninety (90) days
after the initial existence of such grounds and the Company has had sixty (60) days from the date
on which such notice is provided to cure such circumstances. If the Executive does not terminate
his employment for Good Reason within sixty (60) days following the end of such sixty (60) day
period within which the Company was entitled to remedy the course of conduct constituting Good
Reason but failed to do so, then the Executive shall be deemed to have waived his right to
terminate for Good Reason with respect to such grounds.



8.4 Termination Upon or Following a Change in Control.



8.4.1 Severance Package. If (x) the Executive’s employment is terminated by the
Company other than for Cause or (y) the Executive resigns for Good Reason, in each case, on or
within twelve (12) months after a Change in Control (as defined below), the Executive shall be
entitled to receive:



(a) (i) a severance payment equivalent to two (2) times the Base Salary then in effect on the
date of termination and one (1) times the Target Bonus then in effect on the date of termination,
which, subject to the separation agreement, as described in subsection 8.4.2 below, becoming
effective and irrevocable in accordance with its terms, shall be payable in a lump sum on the first
payroll date next following or coincident with the 60th day following the termination of
employment (provided that such Change in Control is a “change in the ownership or effective
control” or a “change in the ownership of a substantial portion of the assets” of the Company, in
each case, as determined in accordance with Section 409A (as defined below), otherwise, the
severance payment will be made in accordance with Section 8.2.1); and



(ii) a payment equal to the cost required to pay premiums required to continue the Executive’s
group health coverage under the applicable provisions of COBRA for twenty-four (24) months, payable
in a lump sum on the first payroll date next following or coincident with the 60th day
following the termination of employment, subject to the separation agreement, as described in
subsection 8.4.2 below, becoming effective and irrevocable in accordance with its terms; and



(c) outplacement services by qualified consultants selected by the Company, at the Company’s
expense, in an amount not to exceed $10,000. The expenses for outplacement services shall be paid
by the Company directly to the entity providing such services to the Executive promptly following
the Company’s receipt of appropriate invoices documenting such expenses.



All outstanding equity awards shall be treated in accordance with the documentation governing
such awards.



8.4.2 Conditions to Receive Severance Package. In order to receive the severance
package described in subsection 8.4.1 above, the Executive must: (i) comply with all surviving
provisions of this Agreement as specified in Section 10 below; and (ii) execute a separation
agreement in a form acceptable to the Company, including a full general release, releasing all
claims, known or unknown, that the Executive may have against the Company arising out of or any way
related to the Executive’s employment or termination of employment with the Company and a
non-disparagement provision. The separation agreement contemplated by this Section 8.4.2 shall not
broaden any existing or contemplated obligations on the Executive as set forth in the Agreement.
The Executive hereby agrees that, upon breach by the Executive of any of the covenants described in
Section 7, all Company obligations to the Executive, including the obligations to provide the
severance package described in subsection 8.4.1 above, will be automatically terminated and
completely extinguished.



8.4.3 Section 409A Compliance. Payments contemplated pursuant to this Agreement are
intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the
“Code”) and the regulations promulgated thereunder (“Section 409A”) (including the
provisions for exceptions and exemptions from Section 409A) and all provisions of this Agreement
shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes
and penalties under Section 409A. If any payment(s) to the Executive under the terms of this
Agreement or any plans is determined to constitute a payment of nonqualified deferred compensation
for purposes of Section 409A payable on account of a “separation from service” (as defined under
Section 409A) that is not exempt from Section 409A as involuntary separation pay or a short-term
deferral (or otherwise), such payment(s) shall be delayed until the date that is six months and one
day after the date of the Executive’s separation from service with the Company (or, if sooner, the
date of the Executive’s death), if and only to the extent necessary to comply with the special rule
for certain “specified employees” set forth in Code Section 409A(a)(2)(B)(i). Upon the expiration
of the period described in the preceding sentence, all payments and benefits delayed pursuant to
this subsection (whether they would have otherwise been payable in a single sum or in installments
in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum without
interest, 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. 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 upon or following a termination of employment
unless such termination is also a “separation from service” within the meaning of 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.” Except as otherwise expressly
provided herein, to the extent any expense reimbursement or the provision of any in-kind benefit
under this Agreement is determined to be subject to Section 409A, the amount of any such expenses
eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not
affect the expenses eligible for reimbursement in any other taxable year (except for any life-time
or other aggregate limitation applicable to medical expenses), in no event shall any expenses be
reimbursed after the last day of the calendar year following the calendar year in which such
expenses are incurred, and in no event shall any right to reimbursement or the provision of any
in-kind benefit be subject to liquidation or exchange for another benefit. Each payment made under
this Agreement shall be treated as a “separate payment” within the meaning of Section 409A.



8.4.4 280G. (a) Notwithstanding anything contained in this Agreement to the
contrary, to the extent that any payment, benefit or distribution of any type to or for the benefit
of the Executive by the Company or any of the Related Entities, whether paid or payable, provided
or to be provided, or distributed or distributable pursuant to the terms of this Agreement or
otherwise (including, without limitation, any accelerated vesting of stock options or other
equity-based awards) (collectively, the “Total Payments”) would be subject to the excise
tax imposed under Section 4999 of the Code, then the Total Payments shall be reduced (but not below
zero) so that the maximum amount of the Total Payments (after reduction) shall be one dollar
($1.00) less than the amount which would cause the Total Payments to be subject to the excise tax
imposed by Section 4999 of the Code, to the extent that the Executive will retain more of the Total
Payments on an after-tax basis following this reduction than if the full amount were payable.
Unless the Executive shall have given prior written notice to the Company to effectuate a reduction
in the Total Payments if such a reduction is required, any such notice consistent with the
requirements of Section 409A to avoid the imputation of any tax, penalty or interest thereunder,
the Company shall reduce or eliminate the Total Payments by first reducing or eliminating any cash
severance benefits (with the payments to be made furthest in the future being reduced first), then
by reducing or eliminating any accelerated vesting of stock options or similar awards, then by
reducing or eliminating any accelerated vesting of restricted stock or similar awards, then by
reducing or eliminating any other remaining Total Payments. The preceding provisions of this
subsection 8.4.4(a) shall take precedence over the provisions of any other plan, arrangement or
agreement governing the Executive’s rights and entitlements to any benefits or compensation.



(b) Any determination that the Total Payments to the Executive must be reduced or eliminated
in accordance with subsection 8.4.4(a) and the assumptions to be utilized in arriving at such
determination, shall be made by the Board in the exercise of its reasonable, good faith discretion
based upon the advice of such professional advisors as it may deem appropriate in the
circumstances. As a result of the uncertainty in the application of Section 4999 of the Code at
the time of the initial determination by the Board hereunder, it is possible that the Total
Payments to the Executive which will not have been made by the Company should have been made
(“Underpayment”). If an Underpayment has occurred, the amount of any such Underpayment
shall be promptly paid by the Company to or for the benefit of the Executive together with interest
on such amount (at the same rate as is applied to determine the present value of payments under
Section 280G of the Code or any successor thereto). In the event that any Total Payments made to
the Executive shall be determined to otherwise result in the imposition of any tax under Section
4999 of the Code and a reduction in the Total Payments is required pursuant to Section 8.4.4(a),
then the Executive shall promptly repay to the Company the amount of any such overpayment together
with interest on such amount (at the same rate as is applied to determine the present value of
payments under Section 280G of the Code or any successor thereto), from the date the reimbursable
payment was received by the Executive to the date the same is repaid to the Company.



8.4.5 Change in Control. For purposes of this Agreement, a “Change in
Control” has the meaning set forth in the Company’s 2009 Stock Incentive Plan, or its
successor, as amended, modified or restated from time to time, provided that if such
definition is amended, modified or restated and the resulting definition, or a definition under a
successor plan, is less favorable to the Executive than the definition as of the date hereof, as
determined in the reasonable sole discretion of the Company, then the definition as of the date
hereof shall be the definition that is used.



9. Other Agreements. The Executive represents and warrants to the Company that:



9.1 there are no restrictions, agreements or understandings whatsoever to which the Executive
is a party which would prevent or make unlawful the Executive’s execution of this Agreement or the
Executive’s employment hereunder, or which are or would be inconsistent or in conflict with this
Agreement or the Executive’s employment hereunder, or would prevent, limit or impair in any way the
performance by the Executive of his obligations hereunder;



9.2 the Executive’s execution of this Agreement and the Executive’s employment hereunder shall
not constitute a breach of any contract, agreement or understanding, oral or written, to which the
Executive is a party or by which the Executive is bound; and



9.3 the Executive is free to execute this Agreement and to enter into the employ of the
Company pursuant to the provisions set forth herein.



10. Survival of Provisions. Sections 3 (“Other Business Activities”), 6
(“Confidentiality and Proprietary Rights”), 7 (“Covenants”), 8 (“Termination”), and 11 (“General
Provisions”) of this Agreement shall survive the termination of the Period of Employment.



11. General Provisions.



11.1 Successors and Assigns. The rights and obligations of the Company under this
Agreement shall inure to the benefit of and shall be binding upon the successors, assigns and the
Related Entities of the Company. The Executive shall not be entitled to assign any of the
Executive’s rights or obligations under this Agreement.



11.2 Notice. Any notice required or permitted by this Agreement shall be in writing
and shall be delivered as follows with notice deemed given as indicated: (a) by personal delivery
when delivered personally; (b) by overnight courier upon written verification of receipt; (c) by
telecopy or facsimile transmission upon acknowledgment of receipt of electronic transmission; or
(d) by certified or registered mail, return receipt requested, upon verification of receipt.
Notice shall be sent to the addresses set forth below, or such other address as either party may
specify in writing:



If to the Executive, to the address most recently on file in the payroll records of the
Company.



If to the Company:




InterDigital, Inc.


200 Bellevue Parkway, Suite 300


Wilmington, Delaware 19809


Attention: Chief Executive Officer



11.3 Entire Agreement; Amendments. This Agreement, including the Company’s
Nondisclosure and Assignment of Ideas Agreement, as amended from time to time, incorporated herein
by reference, constitutes the entire agreement between the parties relating to this subject matter
and supersedes all prior or simultaneous representations, discussions, negotiations, and
agreements, whether written or oral (including, without limitation, the Employment Agreement
between James Nolan and InterDigital Communications Corporation, dated as of May 16, 2006). This
Agreement may be amended or modified only with the written consent of the Executive and the Chief
Executive Officer. No oral waiver, amendment or modification will be effective under any
circumstances whatsoever.



11.4 Waiver. Either party’s failure to enforce any provision of this Agreement shall
not in any way be construed as a waiver of any such provision, or prevent that party thereafter
from enforcing each and every other provision of this Agreement.



11.5 Governing Law. This Agreement will be governed by and construed in accordance
with the laws of the United States and the state of Delaware without reference to conflict of laws
principles. Each party consents to the jurisdiction and venue of the U.S. District Court of the
District of Delaware, or if such court does not have jurisdiction or will not accept jurisdiction,
in any court of general jurisdiction in the state of Delaware.



11.6 Severability. In case any one or more of the provisions contained in this
Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect,
such invalidity, illegality or unenforceability shall not affect the validity of any other
provision of this Agreement, and such provision(s) shall be deemed modified to the extent necessary
to make it enforceable.



11.7 Withholding Taxes. Notwithstanding anything else herein to the contrary, the
Company may withhold (or cause there to be withheld, as the case may be) from any amounts otherwise
due or payable under or pursuant to this Agreement such federal, state and local income,
employment, or other taxes as may be required to be withheld pursuant to any applicable law or
regulation.



11.8 Section Headings. The section headings in this Agreement are for convenience
only; they form no part of this Agreement and shall not affect its interpretation.



11.9 Counterparts. This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original, and all of which together shall be deemed to be one and the
same instrument.



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THE PARTIES TO THIS AGREEMENT HAVE READ THE FOREGOING AGREEMENT AND FULLY UNDERSTAND EACH AND EVERY
PROVISION CONTAINED HEREIN. WHEREFORE, THE PARTIES HAVE EXECUTED THIS AGREEMENT ON THE DATES SHOWN
BELOW.



	 	 	 
	 	 	James Nolan
	Dated: 03/13/2013
	 	/s/ James J. Nolan

	 	 	INTERDIGITAL, INC.

	Dated: 03/14/2013
	 	By: /s/ William J. Merritt

William J. Merritt

Chief Executive Officer

	 	 	INTERDIGITAL COMMUNICATIONS, INC.

	Dated: 03/14/2013
	 	By: /s/ Scott McQuilkin








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