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jmspaesq

05/16/03 9:36 PM

#26222 RE: ciciagt #26217

Ciciagt: Slippery Slope Arguments

They're not asking for an additional 10 or 15 million shares. They're asking for 5 M.

I don't know what sense there is in speculating about the hypothetical.

Is there a point of wretched excess? Sure, absolutely.

On the other hand, what if there were going to be a secondary offering of ten or fifteen million shares? Happens all the time. As the company grows, they may issue more stock. The stock could split.

I'm basically trusting that management will act in their own self interest and mine too--which is maximizing shareholder value over the short and long term, rather than trying to make a quick killing engaging in what you seem to hypothesize will be some kind of scandalous gross self dealing unjust self enrichment type of misconnduct.

Is that the track record of current management? Is there evidence that current or past compensation has been wretchedly or grossly excessive and self dealing or unjustly enriching? Or even just excessive or self dealing?

I'm not buying that 17,500 shares at something over $20 a share (100% of FMV on the date of grant) for a controller is excessive? I don't know the terms of the grant specifically but I know that at most no more than 40% can vest annually under the 2000 plan, and those shares may in fact vest over the course of more years than that. I know that those shares will only be 'in the money' if IDCC stock is trading for MORE than that price during the next ten years. I know that the directors hold a lot of shares and don't want to see their shares diluted either--unless the dilution is made up for by an increase in value.

I don't think it is worthwhile answering a hypothetical question about how many shares would be too many. To me,l this isn't it. I think the dilution will be more than made up for by an increase in value.

You can certainly disagree.

I think this company is about people first.

I think if you want the best, then you pay for it.

I think that people are more than the bottom line and aren't reducible to numbers--especially creative, inventive enterprising people.

I think if you are so penny wise then you'd want a highly motivated controller--that isn't an insignificant position.

I think that you can be penny wise and people foolish.

You want management to work for you. But you don't want them to have the same interest as you--increasing shareholder value?

So you want them to be the best and have unimpeachable integrity but you don't want to reward them or incentize them to act consistent with your best interest by making theirs identical to yours?

PS: Actually I was asking corpbuyer if he was long but thanks for the disclosure--honestly I disagree with you but I understand and respect where you're coming from. And maybe our objectives are different--in terms of long term or short term payoffs? Anyway, we don't have to agree.

That doesn't make sense to me.