AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT is made as of this 20th day of November, 2000, by and between
Howard E. Goldberg, a Pennsylvania resident (the "Employee"), and InterDigital Communications Corporation, a
corporation organized and existing under the laws of the Commonwealth of Pennsylvania (the "Company").
WHEREAS, the Company is engaged in the business of the design and development of advanced wireless
technologies and products that drive voice and data communications and the licensing of wireless digital
technology (as more particularly described in the Company's Form 10-K for the year ended December 31, 1999
and Form 10-Q for the quarter ended September 30, 2000 (the "Business"). The definition of Business shall
change and evolve over time as the Company's business changes and evolves, and such definition shall
automatically adjust each year with the filing of the Company's then current Form 10-K to be consistent with the
business of the Company described therein.
WHEREAS, Employee and the Company are parties to a certain Employment Agreement dated February 25,
1997 and amended as of April 6, 2000 (the "Original Agreement").
WHEREAS, Employee has been promoted to the position of Chief Executive Officer of the Company
WHEREAS, the Company has offered Employee a substantial increase in compensation and extended severance
benefits on the condition that Employee enter into this Agreement in order to amend and restate the Original
Agreement so as to set forth certain terms and conditions relating to Employee's continued employment and
directorship with the Company.
NOW, THEREFORE, in consideration of the mutual covenants and obligations contained herein, and intending
to be legally bound, the parties, subject to the terms and conditions set forth herein, agree as follows:
1. Salary Increase. The Company hereby grants Employee an increase to his base salary as set forth in Section 5
below and Employee hereby accepts such increase