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revlis

06/02/03 2:10 PM

#30095 RE: jaykayjones #30089

jk,

Here are all the plans.

Summary of All Existing Equity Compensation Plans



The following table summarizes the Company’s equity compensation plan information regarding the Common Stock authorized for issuance thereunder, as of December 31, 2002.



Equity Compensation Plan Information



Plan Category

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Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights

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Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights

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Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (excluding securities reflected in 1st column)

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Equity compensation plan(s) approved by InterDigital shareholders (1)
9,748,942(2)
$11.76
2,261,717(3)

Equity compensation plans not approved by InterDigital shareholders (4)
1,020,492
$12.34
3,341,436(5)



Total
10,769,434
$11.82
5,603,153


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(1) These plans include the Company’s Employee Stock Purchase Plan, the 2000 Stock Award and Incentive Plan (the “2000 Plan”), and prior stock incentive plans no longer in effect.



(2) Does 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. In accordance with applicable regulations, no information is provided concerning the Company’s shareholder-approved tax-qualified Employee Stock Purchase Plan.



(3) Of these shares, 1,116,805 shares remain available for grant under the Company’s Employee Stock Purchase Plan, and 1,144,912 remain available for grant under the 2000 Plan.



(4) Common Stock of the Company may be issued under the Company’s 2002 Stock Award and Incentive Plan and the 1999 Restricted Stock Plan. See Note 11, “Notes to Consolidated Financial Statements” included in our Annual Report on Form 10-K for the year ended December 31, 2002 for a description of these plans. In accordance with applicable regulations, no information is provided concerning the Company’s tax-qualified Savings and Protection (401(k)) Plan.



18



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(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.



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jmspaesq

06/02/03 2:10 PM

#30096 RE: jaykayjones #30089

JKJ:When Bylaws and Regulations Require Shareholder Approval, it is sought and obtained.

When shareholder approval isn't required, then it isn't required and it is my understanding that this plan requires approval and the others didn't?

Actually I'm not sure exactly why that is (anyone who knows please explain) and I'm a bit too lazy to research the question because I trust that IDCC is abiding by its bylaws and applicable laws and regulations.

Do I trust management? Well it isn't a religious faith but absolutely I do based on their track record and their legal fiduciary obligations.

If I didn't trust them I would sell my shares IMMEDIATELY.