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Corp_Buyer

05/14/03 4:50 PM

#25537 RE: blueskywaves #25529

Jim, BSW - Here is a link to the Proxy in electronic form:

http://www.interdigital.com/investing_secfiling_linker.jsp?url=http%3A%2F%2F10kwizard.ccbn.com%2Ffil....

EDITED: Apparently the link is too long to post. Go the IDCC website, then Investing, then SEC Filings, then "Click Here to Continue" at the bottom of the page and then select the DEF14A in whatever form you want e.g. Word.

Jim, all - You can read the proxy there.

BSW - please copy and paste the relevant section from the elecronic proxy. I don't see your 18% data in the actual proxy. Also, the number that I want to know is the aggregate standing including the past few years. I believe this calculation was done and it showed over 30% to the top executivesat IDCC. Also, as I have posted to you previously, the RMBS options vest over a much longer period (about double), 2M were issued under a special deal with a returning CEO, other options are in the hands of customers to promote timely product development, and the company has a 10M share buyback program specifically to offset dilution from ISO i.e. all of these factors are NOT comparable to the written Plan at IDCC.

Regards,
Corp_Buyer



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JimLur

05/14/03 5:51 PM

#25564 RE: blueskywaves #25529

Thanks for the correction.
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rmarchma

05/14/03 6:17 PM

#25576 RE: blueskywaves #25529

Bluesky re option distribution to management you said:

...."According to IDCC's proxy, 18% of all option grants go to management (15) and 82% go to the rest of the employees (285)."

From page 26 of the proxy re 2002 option grants as follows:


Executive Group
29,000

Non-Executive Director Group
151,000

Non-Executive Officer Employee Group
111,819

Of the 1.1m options granted in 2002, IDCC's management and directors still received almost 300,000 new option grants = 27%, not 18%. This is in addition to the outrageous amount of options that they received in 2001. The top five highest- paid "executive group" received over 400,000 options in 2001 and the directors over 150,000. The information for the Non-Executive officers was not provided in the 2001 proxy material. I agree that "all directors and officers as a group" is composed of 15 persons according to the proxy.