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Amendment to Amended and Restated
Employment Agreement
This AMENDMENT TO
THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT is made this 17th day
of November, 2008, and amends the Amended and Restated Employment
Agreement (the “Employment Agreement”), dated as of
May 16, 2005, by and between William J. Merritt (the
“Employee”) and InterDigital, Inc., a corporation
organized and existing under the laws of the Commonwealth of
Pennsylvania (the “Company”), and is entered into by
the Employee and the Company.
WHEREAS, the
Company and the Employee desire to enter into certain modifications
to the Employment Agreement in order to comply with certain changes
in the federal tax rules regarding the treatment of
“nonqualified deferred compensation” plans or
arrangements; and
WHEREAS, certain
provisions of the Employment Agreement may be treated as providing
for payments that are in the nature of “nonqualified deferred
compensation,” as that phrase is used for purposes of
Section 409A of the Internal Revenue Code of 1986, as amended
(the “Code”); and
WHEREAS, the
Employment Agreement may be amended by written agreement executed
by the Company and the Employee.
NOW, THEREFORE, in
consideration of the mutual covenants and obligations contained
herein, and intending to be legally bound herby, the Employee and
the Company agree as follows:
1. Section 5(d)
of the Employment Agreement is hereby amended by the addition of
the following at the end thereof:
“All
amounts payable as a “tax gross-up” under this Section
5(d) shall be paid as soon as practicable following the
determination of the amount required to be paid to the Employee,
and in no event later than the end of the calenda
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