Pennsylvania
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1-33579
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82-4936666
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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200 Bellevue Parkway, Suite 300, Wilmington, DE
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19809
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(Address of Principal Executive Offices)
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(Zip Code)
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INTERDIGITAL, INC.
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By: /s/ Jannie K. Lau
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Jannie K. Lau
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Chief Legal Officer, General Counsel and Corporate Secretary
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Vesting Schedule:
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The Award vests March 15, 2021, if at all, subject to Participant continuing to be a Service Provider through such date and the achievement, as approved by the Compensation Committee of the Board, of the performance goals and parameters set forth in the Standard Terms and Conditions and
Exhibit A
attached thereto (the date on which all or a portion of the Award vests, the “Vesting Date”); any portion of the Award that did not become Eligible Restricted Stock Units on the first Approval Date, shall remain eligible for vesting on March 15, 2023, if at all, subject to Participant continuing to be a Service Provider through such date and the achievement, as approved by the Compensation Committee of the Board, of the performance goals and parameters set forth in the Standard Terms and Conditions and
Exhibit A
attached thereto; provided, in each case, that the Award may vest earlier pursuant to the terms of this Term Sheet and the Standard Terms and Conditions and
Exhibit A
attached thereto.
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Pro-rated Vesting:
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If Participant’s employment is terminated by the Company or any Parent, Subsidiary, or Affiliate of the Company (as applicable, the “Employer”) without Cause or by reason of Participant’s death or Disability, in each case during the last year of a Performance Period, the Award will be eligible to vest as to a prorated portion (as set forth in
Exhibit A
to the Standard Terms and Conditions), subject to Participant’s execution of a release of claims in favor of the Company within 60 days following termination of employment, except that no release is required for a termination of Participant’s employment due to death or Disability. Such pro-rata portion will be determined by
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Accelerated Vesting:
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If Participant’s employment is terminated within 1 year following a Change in Control, either by the Employer other than for Cause, death, or Disability or by Participant for Good Reason, 100% of the then-unvested portion of the Award will vest upon termination, subject to Participant’s execution of a release of claims in favor of the Company within 60 days following termination of employment.
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Vesting Schedule:
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The Option vests on March 15, 2021, if at all, subject to Participant continuing to be a Service Provider through such date and the achievement, as approved by the Compensation Committee of the Board, of the performance goals and parameters set forth in the Standard Terms and Conditions and
Exhibit A
attached thereto, provided that the Option may vest earlier pursuant to the Standard Terms and Conditions; any portion of the Option that did not become Eligible Shares (as defined in
Exhibit A)
on the first Approval Date, shall remain eligible for vesting on March 15, 2023, if at all, subject to Participant continuing to be a Service Provider through such date and the achievement, as approved by the Compensation Committee of the Board, of the performance goals and parameters set forth in the Standard Terms and Conditions and
Exhibit A
attached thereto; provided, in each case, that the Option may vest earlier pursuant to the terms of this Term Sheet and the Standard Terms and Conditions and
Exhibit A
attached thereto.
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Pro-rated Vesting:
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If Participant’s employment is terminated by the Company or any Parent, Subsidiary, or Affiliate of the Company (as applicable, the “Employer”) without Cause or by reason of Participant’s death or Disability, in each case, during the last year of a Performance Period (as defined in
Exhibit A
), the Option will vest as to a prorated portion, subject to Participant’s execution of
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Accelerated Vesting:
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If Participant’s employment is terminated within 1 year following a Change in Control, either by the Employer other than for Cause, death, or Disability or by Participant for Good Reason, 100% of the then‑unvested portion of the Option will vest upon termination, subject to Participant’s execution of a release of claims in favor of the Company within 60 days following termination of employment.
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Restricted Holding Period:
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Notwithstanding anything herein or in the Plan to the contrary, by accepting this Option, Participant agrees that any Shares subject to the Option that are exercised (“Exercised Shares”) must be held and not otherwise disposed or transferred for a period of 2-years following the date of vesting (the “Transfer Restriction”). Participant agrees that the Company, in its sole discretion, may impose such reasonable procedures to administer the Transfer Restrictions, including requiring that Exercised Shares be retained with a broker designated by the Company with a stop-transfer order during the period of the Transfer Restriction. The Transfer Restriction shall lapse upon a Change in Control. For the avoidance of doubt, if this Option is exercised through a cashless exercise, then the Transfer Restriction does not apply to Shares sold simultaneously to cover the exercise price and tax withholding obligations.
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Termination Period:
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This Option will be exercisable for 6 months after Participant ceases to be a Service Provider for any reason other than termination of Participant’s Service Provider status for Cause, unless such termination is due to Participant’s death or Disability, in which case this Option will be exercisable for 12 months after Participant ceases to be a Service Provider; provided, however, that if Participant dies during such 6-month post-termination exercise period, the Option may be exercised following Participant’s death for 12 months after Participant’s death. If Participant’s Service Provider status is terminated by the Company for Cause, the entire Option, whether or not then vested and exercisable, will be immediately forfeited and canceled as of the date of such termination. Notwithstanding the foregoing sentence, in no event may this
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