Replies to post #28014 on InterDigital Inc (IDCC)

[blueskywaves]

I'm almost certain that the 1999 Plan referenced in the 2003 Proxy consists mostly of restricted stock and restricted stock units used for management and consultants. Restricted Stock & Restricted Stock Units vest over a shorter period of time and ARE already expensed against earnings. The 2000 Plan consists of options that ARE NOT expensed against earnings. The options under the 2000 Plan are generally available to all management and employees.

You may want to call IR to make sure.

From the 2000 Proxy Statement......

The 2000 Plan would replace a number of Company plans, including the Non-Qualified Stock Option Plan, 1992 Non-Qualified Stock Option Plan, 1992 Employee Stock Option Plan, 1995 Employee Stock Option Plan, and 1997 Stock Option Plan for Non-Employee Directors but excluding the 1999 Restricted Stock Plan and the Company's bonus plan (the "Preexisting Plans").
.

 
 Interdigital (IDCC) 
 RESTRICTED STOCK & 
 RESTRICTED STOCK UNITS 
 1999 to 2002 
 . 
 . 
 .              Authorized      Outstanding    Available 
 . 
 12/31/99       1,500,000        322,000       1,178,000 
 12/31/00       3,500,000*       668,008       2,831,992 
 12/31/01       3,500,000        812,658       2,687,342 
 12/31/02       3,500,000        915,064       2,584,936 
 . 
 .* increased on 4/13/2000. 
 

From the 2003 Proxy Statement

We have also issued restricted stock and restricted stock units as part of our compensation structure.

In 1999, we issued to each executive officer then employed, including Mr. Goldberg, restricted stock that generally was non-transferable and was forfeitable if the recipient left the Company prior to the third anniversary of the grant. At that time, we also agreed to provide to each executive officer upon the lapse of the forfeiture risk on the restricted stock a tax gross-up benefit that would cover that executive’s tax liability associated with the restricted stock.

In 2000, we replaced the tax gross-up benefit with a grant of restricted stock units that vested (i.e., converted to transferable Common Stock) on the same day that the forfeiture risk on the restricted stock lapsed.

In 2002, the restrictions on transferability and the forfeiture provisions lapsed with respect to these shares of restricted stock, and the restricted stock units vested. In 2002, no executive officer was granted (i) restricted stock other than as a component of the annual bonus, or (ii) restricted stock units.

[Desert dweller]

I am very surprised at the lateness of receiving proxies this year. I just received mine this week, the final one yesterday. Kinda funny that they needed to remind everyone to vote but many of us didn't yet have the original proxy when they sent out the reminder. I guess most will receive the reminder after the vote has been tabulated if the second request comes at the same pace as the original one.

Have a great weekend all. This board will resume its former self once the vote is over. We will go back to complaining about things that we have no control over but hopefully in a much more friendly way. When you think about the recent topic, it truly is the only thing that we have had such an issue with that what we say can actually impact the company. It doesn't matter which side of the fence you're on but your vote and opinions on this topic actually can do something unlike most of what we discuss here.

[jmspaesq]

JimLur/themaude:Termination of the 2000 Plan/1999 Plan?

I don't have the information for the 1999 plan but in this year's Proxy, at page 23, it says: "Unless earlier terminated, the 2000 Plan will terminate at such time that no shares reserved under the Plan remain available and the Company has no further rights or obligations with respect to any outstanding Award."

So IF the 1999 plan provisions are identical (and that wouldn't be surrpising) then the Plan is named for the year in which it is adopted HOWEVER the Plan remains in effect as described, potentially long beyond the year in which it is adopted.

So long as shares remain available for grant, and I believe that can include shares that were turned back as a result of being granted and not vesting for one reason or another (e.g., employee is granted options which vest over the course of years, employee leaves the company prior to the time all shares vest), then the plan remains in effect--in fact for some time beyond that since the granted options have a 10 year exercise period prior to expiration.

I'm not positive about whether options granted which don't vest are then counted once again as available for grant again, but I think they are.