INTERDIGITAL COMMUNICATIONS CORPORATION
RESTRICTED STOCK UNIT AWARD
This is a Restricted Stock Unit Award is made as of (the “Date of Grant”) by InterDigital Communications
Corporation (the “Company”) to (“Grantee”).
1. Definitions . Capitalized terms shall have the meanings set forth below or in the Plan. As used herein:
(a) “ Account ” shall mean a bookkeeping account reflecting Grantee’s ownership interest in restricted stock units.
(b) “ Change in Control Event ” means any transaction or series of transactions that constitutes:
(i) a change in the ownership of the Company, within the meaning of Q&A 12 of IRS Notice 2005-1;
(ii) a change in effective control of the Company, within the meaning of Q&A 13 of IRS Notice 2005-1; or
(iii) a change in the ownership of a substantial portion of the assets of the Company, within the meaning of Q&A 14
of IRS Notice 2005-1.
(c) “ Committee ” shall mean the Compensation & Stock Option Committee of the Board or, in the event the Grantee is
serving on the Compensation & Stock Option Committee at the relevant time, the Board.
(d) “Disability” shall have the meaning set forth in Section 409A(a)(2)(C) of the Internal Revenue Code, or any
(e) “ Dividend Equivalent ” means payments equivalent to dividends paid on Shares, as described in Section 7 herein.
(f) “ Fair Market Value ” means the closing price of a Share on the exchange or on NASDAQ, as reported in The Wall
Street Journal on the relevant valuation date or, if there is no trading on that date, on the next preceding trading date.
(g) “ Plan ” means the InterDigital Communications Corporation 1999 Restricted Stock Plan, as amended, incorporated
herein by reference.
(h) “ Restricted Period ” means, with respect to each Share of Restricted Stock, the period beginning on the Date of
Grant and ending on the Vesting Date.
(i) “ Restricted Stock Units ” means