STANDARD TERMS AND CONDITIONS FOR
RESTRICTED STOCK UNITS
(Nonemployee Directors)
These Standard
Terms and Conditions apply to any Award of restricted stock units
granted to Nonemployee Directors of the Company on or after
June 4, 2009 under the InterDigital, Inc. 2009 Stock Incentive
Plan and its amendments (the “Plan”), which are
evidenced by a Term Sheet or an action of the Administrator that
specifically refers to these Standard Terms and
Conditions.
1.
Definitions . Capitalized terms not defined herein shall
have the meanings set forth in either the Term Sheet or the Plan.
As used herein:
(a) “
Account ” means a bookkeeping account reflecting
Grantee’s interest in restricted stock units.
(b) “
Disability ” means a physical or mental condition or
illness that renders Grantee incapable of performing his or her
duties for a total of 180 days or more during any consecutive
12-month period.
(c) “
Dividend Equivalent ” means credits arising in respect
of dividends paid on Shares, as described in Section 6
herein.
(d) “
Restricted Period ” means the period beginning on the
Date of Grant and ending on the final Vesting Date.
(e) “
Unforeseeable Emergency ” means an unforeseeable
emergency within the meaning of Section 409A(a)(2)(B)(ii) of
the Internal Revenue Code, or any successor provision.
2.
Grant of Restricted Stock Units .
(a) The
Company has granted to Grantee named in the Term Sheet provided to
said Grantee herewith (the “Term Sheet”) an award of a
number of restricted stock units (the “Award”)
specified in the Term Sheet. Each restricted stock unit represents
the right to receive one share of the Company’s Common Stock,
upon the terms and subject to the conditions set forth in the Term
Sheet, these Standard Terms and Conditions, and the Plan, each as
amended from time to time. For purposes of these Standard Terms and
Conditions and the Term Sheet, any reference to the Company shall,
unless the context requires otherwise, include a reference to any
Subsidiary.
(b) The
Company shall maintain an Account for Grantee reflecting the number
of restricted stock units credited to Grantee hereunder.
3.
Restrictions on Restricted Stock Units . Subject to the
terms and conditions set forth herein and in the Plan, Grantee
shall not be permitted to sell, transfer, pledge or assign the
Award or the Shares subject to the Award except by will or by the
laws of descent and distribution. No such transfer occurring as a
result of Grantee’s death shall be effective to bind the
Company unless the Administrator shall have been furnished with a
copy of the applicable will or such other evidence as the
Administrator may deem necessary to establish the validity of the
transfer.
4.
Vesting and Forfeiture .
(a) The
Award shall not be vested as of the Grant Date set forth in the
Term Sheet and shall be forfeitable unless and until otherwise
vested pursuant to the terms of the Term Sheet and these Standard
Terms and Conditions. After the Grant Date, subject to termination
or acceleration as provided in these Standard Terms and Conditions
and the Plan, the Award shall become vested as described in the
Term Sheet, provided that (except as set forth in Section 5
below) Grantee remains continuously in service to the Company
through the applicable Vesting Date. Each restricted stock unit
credited under Section 6 in respect of Dividend Equivalents
shall vest at the time of vesting of the portion of the Award that
gives rise, directly or indirectly, to such Dividend
Equivalent.
(b) Except
as set forth in Section 4(c) hereof, upon the date Grantee’s
service to the Company terminates for any reason, the then unvested
portion of the Award shall be forfeited by Grantee and cancelled
and surrendered to the Company without payment of any additional
consideration to Grantee.
(c) If
Grantee’s service with the Company ceases prior to the
applicable Vesting Date due to death or Disability, then Grantee
will become vested in a pro-rata portion of the Award. That
pro-rata portion will be determined by multiplying the number of
restricted stock units by a fraction equal to the portion of the
Restricted Period that has transpired prior to such cessation of
service or employment. Settlement for the portion of the Award that
becomes vested pursuant to this Section 4(c) will occur on the
first business day following the termination of service, provided,
however, that in no event will settlement of Grantee’s
restricted stock units be made before the date which is six months
after the date of Grantee’s termination of service if Grantee
is a “specified employee” within the meaning of
Section 409A(a)(2)(B)(i) of the Code.
5.
Settlement and Election to Defer Settlement .
