InterDigital Inc (IDCC)

[Corp_Buyer]

Per Proxy- "All directors and officers as a group (15 persons) 3,329,194" PLUS "355,000 RSUs" = 3,684,194 (see page 17) divided by 10,769,434 (Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights, page 18) = 34.2% !!!

34.2% (!!) is the ACTUAL percent of ISO options, warrants, RSUs, etc. that management has accrued to date.

And, the above amounts DO NOT include the 5,603,153 "Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans" (page 18).

FURTHERMORE, all of the above amounts do "not include 5,000,000 additional shares to be authorized for issuance under the 2000 Plan if Proposal No. 2 in this Proxy Statement is approved." (page 18).

So, Joel, the top tier management has been very RICHLY rewarded by the compensation committee club, which has also taken very good care of themselves, too. That is why many shareholders feel that it is time for a change in ISO philosophy at the company and DEFEAT of proposal #2 this year.

We do NOT NEED ANOTHER 5M new ISO shares to be approved this year at GREAT cost to shareholders. Your attempts to rationalize this situation and to put lipstick on this PIG do not wash with me.

Accordingly, I have voted "NO" to proposition #2, "NO" to further dilution of our share value, "NO" to another ISO windfall for management, and "NO" to your pumping for management. And, I urge all other shareholders to do the same.

Corp_Buyer