Employment Agreement

1.

Severance Benefits. Except as otherwise provided herein, you will receive the benefits provided for in the event of a “Termination Without Cause” as described in Section 9.E of the Employment Agreement between you and the Company, dated December 3, 2001 (“Employment Agreement”), if you execute and return this Agreement without revocation in accordance with the instructions set forth below. Specifically, if you execute and return this Agreement without revocation in accordance with the instructions set forth below, you will be entitled to receive the following:

a.

Severance payments in an amount equal to your current base salary for a twelve (12) month period on a semi-monthly basis in accordance with the Company’s standard pay periods beginning January 20, 2004 (“Severance Period”); and

b.

The Company will continue to pay the “designated portion” of the premiums with regard to your continued participation in the Company’s group health insurance pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) for the Severance Period, provided that you continue to have your co-payment withheld from your severance payments on a timely basis. (For purposes of this provision, the “designated portion” shall be the portion of the premium, which the Company paid at the time of your termination.) Thereafter (or effective the last day of your employment in the event you do not execute this Agreement or you revoke it in accordance with

the instructions set forth below), you will have the option of continuing these benefits at your own expense under Federal COBRA provisions. You will be forwarded COBRA enrollment forms separately.

2.

Other Compensation. You will also be eligible to receive, as part of “Other Compensation” payable to you pursuant to the Section 9.E of the Employment Agreement, a bonus for fiscal year 2003 (target bonus level of 35% of base salary), calculated under the terms and conditions of the InterDigital Communications Corporation Employee Incentive Bonus Plan, as amended from time to time (“Bonus Plan”), and subject to approval by the Compensation Committee of the Board of Directors. Said bonus shall be payable solely in cash and on the same date other executive officers of the Company are paid their bonuses for fiscal year 2003, pursuant to the terms and conditions of the Bonus Plan. Accrued salary and unused paid time off will be paid to you on the next regular pay period following your last day of employment.

3.

Outplacement. You will receive outplacement assistance provided by Manchester Partners International. Details will be provided separately.

4.

Stock options and restricted stock. All vested options previously granted to you by the Board will terminate in accordance with the terms of the applicable Stock Option Plan under which they were granted. All unvested options have been cancelled. All vested restricted stock previously granted to you by the Board remains subject to the terms of your Restricted Stock Agreement and the terms of the 1999 Restricted Stock Plan, as amended. A schedule setting forth your holdings and other pertinent information has been forwarded to you.

5.

401(k). If you are 401(k) Savings Plan participant, your payroll deductions have ceased effective your last day of employment.

6.

Flexible Reimbursement Account. If you are a participant in Flexible Reimbursement Account, your participation in the Plan will cease effective your last day of employment. You will have a set amount of time following your last day of employment to submit claims for reimbursement under this Plan. Details will be provided to you under separate cover by Human Resources. If you have received payments in excess of the amount of money you have had deducted from your paychecks and submitted to your Flexible Reimbursement Account, the Company will deduct those excess amounts from your next paycheck (and future salary continuation payments, if applicable) unless you pay your balance to the Company.

7.

Unemployment Compensation. You may be eligible to file for unemployment benefits immediately. You should contact your state

unemployment office for additional information and to determine if your severance payments and paid time off pay reduce your unemployment compensation.