INTERDIGITAL COMMUNICATIONS CORPORATION
1999 RESTRICTED STOCK PLAN
(Effective October 14, 1999)
The purpose of the Plan is to promote the ability of InterDigital Communications Corporation (the "Company") to
recruit and retain key employees, directors, consultants and advisors, and enhance the growth, profitability and
shareholder value of the Company by providing the incentive of long-term awards for continued service and the
attainment of performance objectives.
(a) "Affiliate" means, with respect to any Person, any other person that, directly or indirectly, is in control of, is
controlled by, or is under common control with, such Person. For purposes of this definition, the term "control,"
including its correlative terms "controlled by" and "under common control with," mean, with respect to any
Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and
policies of such Person, whether through the ownership of voting securities, by contract or otherwise.
(b) "Award" means an award of Restricted Stock granted under the Plan.
(c) "Award Agreement" means a written agreement evidencing and reflecting the terms of an Award.
(d) "Board" means the Board of Directors of the Company.
(e) "Change of Control" shall mean the happening of any of the following:
(i) the acquisition in one or more transactions by any "Person" (as the term person is used for purposes of
Sections 13(d) or 14(d) of the Exchange Act) of "Beneficial Ownership" (as the term beneficial ownership is used
for purposes of Rule 13d-3 promulgated under the Exchange Act) of fifty percent (50%) or more of the
combined voting power of the Company's then outstanding voting securities (the "Voting Securities"), provided
that for purposes of this paragraph, Voting Securities acquired directly from the Company by any Person shall be
excluded from the determination of such Person's Beneficial Ownership of Voting Securities (but such