InterDigital Inc (IDCC)

[Corp_Buyer]

Jim- ISO shares may be authorized as they were in 1999, 2000, 2002, and if the latest request is approved by shareholders, 5M additional shares will be AUTHORIZED in 2003.

The Authorized shares go into the ISO pool where they are then available for GRANTING, at which time the price is set, normally at FMV, but POSSIBLY less (according to the 2000 Plan details).

Currently there are over 5.6 million shares in total available for NEW GRANTS that were all authorized at various times in the past. The grants, when they are made, will be for options that last 10 years with 3 year vesting.

Altogether, it seems we have about 17M shares AUTHORIZED to date for ISO, of which over 10M shares were ALREADY GRANTED, PLUS another 5.6M shares still avialable, and these amounts do NOT include the LATEST request for 5M MORE shares to be added to the authorized pool, in which case the ISO shares will total over 23M!!! and this is how we get to 50% dilution of YOUR share value that you held in 1998!!!

Now can you see why dilution of your stock price has already occured because of the large ISO pool that was authorized in aggregate from repeated requests and the very high speed of grants??? About 50% dilution to date?

Even more dilution, another 10% will occur if the latest request to authorize another 5M shares is approved. How do you feel about this dilution, or erosion of your stock value?? It is so excessive and out of line, that many feel it is a slap in the face to shareholders for management to even propose another 5M shares on top of the 2000 Plan and the last increase in 2002.

Given that there are aleady 10M shares granted to current employees and another 5M authorized and available for granting to key new hires, we certainly do NOT need to incur any more dilution from another 5M share request at this time and this is why we should all vote "NO" on measure #2. The current ISO pool is VERY generous already.

Our market capitalization will have to go up very fast just to offset the proposed 60% dilution or erosion of our share value and this is just not right for management to treat us investors this way, IMO, after investors have treated management VERY well with a VERY generous ISO pool as it currently stands.

Corp_Buyer