INTERDIGITAL COMMUNICATIONS CORPORATION
RESTRICTED STOCK UNIT AWARD AGREEMENT
This Restricted Stock Unit Award Agreement (this “Agreement”) is made as of January 1, 2007 (the “Date of Grant”) by
InterDigital Communications Corporation (the “Company”) to (“Grantee”) pursuant to the terms of the InterDigital
Communications Corporation 1999 Restricted Stock Plan (the “Plan”), and is intended to constitute Performance RSUs, as that
term is used in the Long Term Compensation Program Terms and Conditions.
Definitions. Capitalized terms shall have the meanings set forth below or in the Plan. As used herein:
“Account” shall mean a bookkeeping account reflecting Grantee’s interest in restricted stock units.
“Cause” means: (a) willful and repeated failure of Grantee to perform substantially his or her duties (other than any such failure
resulting from incapacity due to physical or mental illness); (b) Grantee’s conviction of, or plea of guilty or nolo contendere to, a
felony which is materially and demonstrably injurious to the Company or an Affiliate; (c) willful misconduct or gross negligence
by Grantee in connection with his or her service to the Company; or (d) Grantee’s breach of any material obligation or duty
owed to the Company or an affiliate.
“Change in Control Event” means any transaction or series of transactions that constitutes both a Change of Control as defined
in the Plan and a “change in the ownership” of the Company, a “change in effective control” of the Company, or a “change in
the ownership of a substantial portion of the assets” of the Company for purposes of Code Section 409A and applicable IRS
guidance promulgated thereunder.
“Disability” a disability entitling Grantee to long-term disability benefits under the applicable long-term disability plan of the
Company (or its Affiliate if Grantee is employed by such Affiliate); or (b) if Grantee is not covered by such a plan, a physical or
mental condition or illness that renders Grantee inca