Replies to post #24038 on InterDigital Inc (IDCC)

[vtem]

Danny Detail,

Thank you for the response.

The problem that I have now is the "suspending" time frame we have to decide base upon NOT MUCH information provide by mgmt, as to the 'plan', I am not so sure we were told there is a revised version of it. Honestly, like Chartex put it eloquently put it, we were trained in a hard way not to expect too much. As for this CC, they will be as vague as possible, so then what do we do?

Unless concrete result is delivered, all this additional options is gonig to watered down the prevailing price as did before years after years.

Sorry if I am a bit pessimistic.

[2112]

Danny.....you said it best re options. Those who believe in management, must believe that the options are in the best interest of the company. What everyone seems to forget is that NO ONE knows if mgmt is deserving of increased compensation (if in fact that is what they are attempting to secure) since NO ONE, knows what the hell is going on re NOK, SAM, 3g licensees, etc. While this lack of knowledge is a bit frustrating, our stock has increased dramatically during the past year while other equities have suffered.

How can a single noninsider member of this board suggest or imply that mgmt has received adequate compensation based upon the goals achieved thus far without knowing how close to attaining additional milestone goals mgmt is at this very moment.

As I've always opined, trust management and their decisions. Those who don't or those who lose their trust.....well....its time to unload. This does not mean that one should not scrutinize decisions. All material decisions should be considered w/critical analysis. However, you either trust those in charge and relax or you don't and pull your hair out.

Take care...2112

[Corp_Buyer]

Danny- I applaud your confidence in management and I agree that overall confidence in management is required to stay invested in a stock. However, the view that shareholders must "either be for or against management in totality" seems irresponsible.

Separate proxy votes on issues are provided and intended for responsible shareholders to think about each one and vote thoughtfully on each proposal, not blindly according to management's personal desires. When you vote in politics, do you blindly follow your party's line and vote every issue according to their recommendation? Or, do you consider each candidate and ballot measure and make an informed decision on each one? Do you believe you are either "for or against [your political party] in totality"? The same principle of responsible voting applies to shareowner voting.

It is crucial to realize and acknowledge that management compensation is a natural area of tension between management, who always wants MORE and will continually request increasing pay, and owners who should want to expend the minimum, so management compensation issues such as ISO are specifically put to shareholder vote for the company owners to make an informed and responsible judgment.

In the case of IDCC, many folks, myself included, believe the total management compensation package is quite rich already and well over the minimum required, based on the 10M shares Plan in 2000, plus another 2M shares increase in 2002 (just last year), plus another 2M shares "not approved by shareholders" (see proxy), plus significant increases (about 50%) in base pay and bonuses over the past few years. No executive has left the company due to lack of compensation. Instead, we see a continuous cycle of requests for large pay increases every year.

The fact that the stock price has gone up recently is no reason to make a long term significant increase in the pay package at the company. Really, the recent runup in share price is long overdue as was the Ericy settlement and many feel both the settlement and the resulting share price are disappointing. And there are concerns about delays in completing the expected 3G conracts. But again, the short term share price and expected news events are no basis to make long term pay decisions, IMO.

To sum it up for me:
* I still love this company and stock based on fundamentals (technology, market, etc., including management);
* I do not see the Q1 CC as a long term make or break event;
* I do have confidence overall in management;
* I expect management to WANT more pay:
* I infer that management has a large personal stake in getting proposition #2 for 5M more ISO shares approved, and that includes somehow creating an atmosphere of exuberance before the ASM to encourage fence sitters to approve the measure even while perhaps restraining the stock price below its full potential via insider sales, delays in 3G licenses, etc.;
* I realize that management and shareholders have a natural tension on the issue of approving more ISO shares;
* After taking a hard look at Proposition #2, I have concluded that defeat (i.e. "NO" vote) is in the best interests of the company and shareholders by sending the clear message to management that it is now time for them to drive the share price, not the number of shares they control, and to stop the bleeding from dilution;
* I am further disturbed by a feature of the 2000 Plan (pointed out by WW last night) that allows for management to award ISO grants at BELOW FMV, and I believe this feature greatly undremines the incentive purpose of the Plan to increase share price. For this reason alone, I believe a "NO" vote is warranted on the request for 5M more ISO shares.

Danny, at least consider all the propositions separately on their individual merits, rather than give management a "blank check" just becuse you have "total" confidence in them. It is the right thing to do.

Investing in the stock, how you feel about management, and approving a pay increase, are all separate issues and decisions, that all warrant your "detailed" assessment, IMO. Thank you for your consideration.

Regards,
Corp_Buyer