InterDigital Inc (IDCC)

[texb]

Jmspaesq, JimLur has requested a 1999 Plan explanation...

from IDCC. I suggest we wait and see if management can (1) enlighten us as to the need for this secretly created plan that was not approved by shareholders and (2) justify the tax gross-up feature that effectively doubles the cost to the company and shareholders of making equity awards under the plan. IMO, those concerns are the only ones that should really matter to us as shareholders.

But, as to the continuing debate over the plan's 5% limitation...

You stopped one short in reading the footnotes to the Equity Compensation Plan Information table in the 2003 Proxy Statement. Note 5 at the top of page 19 provides the split-out of shares remaining under the two plans not approved by shareholders:

"(5) Of these shares, 762,500 shares remain available for grant under the 2002 Plan, and 2,578,936 shares remain available for grant under the 1999 Plan." [Also please note that the preface to the compensation plan table specifies that these shares are as of 12/31/02 - no 2003 awards are included.]

[Sorry, I couldn't get the link originally placed here to work...]

As an aside, that footnote 5 also implies that the 762,500 shares remaining under the 2002 Stock Award and Incentive plan will have all been awarded by June 4th. Not a bad start to 2003 for option grants.

Remember, the disputed language is: "provided, however, that during any calendar year not more than five percent (5%) of the outstanding Shares may be subject to Awards under the Plan." If management had meant the 5% limitaion to aply to the shares subject to the plan, they would have repeated that specific language rather than use the ambiguous term 'outstanding'.

And finally, if 'outstanding' actually applies to shares outstanding under the plan, then the plan could never have made any awards at all. In the first year of the plan, the limitation would have restricted awards to 5% of the zero shares outstanding... in other words, no awards could ever have been made under the plan.

If management is as sloppy in drafting contract language as this disputed language seems to imply, then we both have a lot more to worry about than the impact of this one 'outrageous' compensation plan. LOL

texb