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Employment Agreement

 

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Title:

Employment Agreement

Entities:

InterDigital Communications Corp.

Date:

2006

Size:

Preview shows 9KB of 44KB total

Price:

$44

ID:

#2285529

 

 

► Employment ► Employment Agreements
► Technology ► Communications Equipment

 

 

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EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT is made as of this 16th day of May, 2006, by and between James Nolan, a New York 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 Companys Form 10-K for the year ended December 31, 2005) (the Business). The definition of Business shall change and evolve over time as the Companys business changes and evolves, and such definition shall further automatically adjust each year with the filing of the Companys then current Form 10-K to be consistent with the business of the Company described therein.

WHEREAS, Employee has been promoted to the position of Senior Engineering Officer of the Company (Employees Position) effective May 16, 2006, and Employee is willing to accept such Position upon the terms set forth in this Agreement.

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 4 below and Employee hereby accepts such increase.

 

2. Term and Duties. Until such time as Employees employment hereunder is terminated pursuant to the provisions of Section 9 hereto (the Term), Employee shall serve the Company faithfully and to the best of his ability and shall devote his full time, attention, skill and efforts to the performance of the duties required by or appropriate for his Position. Employee agrees to assume such duties and responsibilities as may be customarily incident to such position, and as may be reasonably assigned to Employee from time to time by the Chief Executive Officer of the Company. Employee shall report to the Chief Executive Officer of the Company.

3. Other Business Activities. During the Term, Employee will not, without the prior written consent of the Company, directly or indirectly engage in any other business activities or pursuits whatsoever, except activities in connection with any charitable or civic activities, personal investments and serving as an executor, trustee or in other similar fiduciary capacity; provided, however, that such activities do not interfere with his performance of his responsibilities and obligations pursuant to this Agreement.


4. Compensation.

(a) The Company shall pay Employee, and Employee hereby agrees to accept, as compensation for all services rendered hereunder and for Employees covenants as provided for in Section 8 hereof, a base salary at the annual rate of Two Hundred and Twenty-Five Thousand Dollars (subject to any increase from time to time, the Base Salary). The Base Salary shall be inclusive of all applicable income, social security and other taxes and charges which are required by law to be withheld by the Company or which are requested to be withheld by Employee, and which shall be withheld and paid in accordance with the Companys normal payroll practice for its similarly situated employees from time to time in effect.

(b) Employee shall be eligible to participate in the Companys Annual Employee Bonus Plan, as amended from time to time (the Bonus Plan), on terms and conditions no less favorable than those provided to the other Company senior and executive officers so long as the same may be in effect. For the Year 2006, Employee shall have a target bonus level of 40% of his Base Salary under the Bonus Plan. The goals shall be consistent with the goals set for other senior and executive officers. The bonus shall be subject to the terms of the Bonus Plan, as amended from time to time, and shall be referred to herein as the Annual Target Bonus.

(c) Employee shall be eligible to participate in the Companys Long Term Compensation Program as it may be amended from time to time for so long as the same may be in effect (Program). Employees eligibility for an LTIP cash bonus and Restricted Stock Unit award under the Program shall be 80% of Base Salary effective upon the next applicable cash and Restricted Stock Unit cycles.

(d) Employee has been awarded 5,000 Restricted Stock Units under the terms and conditions of the Companys 1999 Restricted Stock Plan (1999 Plan) effective May 16, 2006. Subject to such terms and conditions of the 1999 Plan, the Restricted Stock Units shall vest as follows:

 

May 16, 2007

  1,666 shares

May 16, 2008

  1,667 shares

May 16, 2009

  1,667 shares

(e) In the event any amount or benefit payable to the Employee under this Agreement or under any other plan, agreement or arrangement applicable to the Employee, is subject to an excise tax imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the Code) (or imposed under any successor provision of the Code imposing a tax liability on excess parachute payments as that term is defined in Code Section 280G), Employee shall be entitled, in addition to any other amounts payable under the terms of this Agreement or under any other plan, agreement or arrangement applicable to the Employee, to a cash payment in an amount sufficient to indemnify the Employee (or such other person as may be liable for the payment of such excise tax) for the amount of any such excise tax, and leaving Employee with an amount, net after all federal, state and local taxes, equal to the amount Employee would have had if no portion of his benefit under the Plan constituted an excess parachute payment. Notwithstanding the foregoing, the determination of the amount necessary to indemnify the Employee shall be made taking into account all other payments made to the Employee under any


 

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