|
Exhibit
10.90
ASSIGNMENT AND
ASSUMPTION OF INDEMNITY AGREEMENT
This Assignment and Assumption Agreement
(“Assignment”), dated July 2, 2007, among Bruce G.
Bernstein , (“Indemnitee”), InterDigital
Communications Corporation (“ICC”), a Pennsylvania
corporation, and InterDigital, Inc., a Pennsylvania corporation,
provides for (i) the assignment by ICC and assumption by
InterDigital, Inc. of that certain Indemnity Agreement dated
June 21, 2005 between ICC and Indemnitee (“Original
Agreement”) of all of ICC’s rights and obligations
under the Original Agreement as amended hereby and (ii) the
consent of Indemnitee to such assignment.
Witnesseth:
WHEREAS, ICC intends to
effect a corporate structure reorganization
(“Restructuring”) in accordance with applicable
sections of the Pennsylvania Business Corporation Law and the
Delaware General Corporation Law, whereby following the effective
date of the Restructuring (“Effective Date”), among
other things, ICC will be converted to a Pennsylvania Limited
Liability Company and become a wholly owned subsidiary of
InterDigital, Inc. which, on the Effective Date, will become the
successor issuer of all the issued and outstanding shares of common
stock of ICC in accordance with the provisions of Rule 414 under
the Securities Act of 1933, as amended, and Rule 12g-3 of the
Securities Exchange Act of 1934, as amended; and
WHEREAS, Indemnitee serves as
an officer, director or other agent of the Company and commencing
on the Effective Date will serve in such capacity as an officer,
director or agent of InterDigital, Inc. and/or its subsidiaries;
and
WHEREAS, to afford Indemnitee
continuity of protection under the Original Agreement before and
after the Restructuring it is necessary and desirable for ICC to
assign the Original Agreement to InterDigital, Inc. and for
Indemnitee to consent thereto.
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto, intending to be legally
bound, hereby agree as follows:
| |
1. |
This
Assignment shall be effective on and as of the Effective Date and
upon such effectiveness (a) all references contained in the
Original Agreement to the Agreement are deemed to be references to
the Original Agreement as assigned pursuant to this Assignment, and
(b) all references to the Company contained in the Original
Agreement are deemed to
|
|
