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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (Date of earliest event reported): January 11, 2006
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InterDigital Communications Corporation
(Exact name of registrant as specified in its charter)
Pennsylvania 1-11152 23-1882087
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
781 Third Avenue, King of Prussia, Pennsylvania 19406-1409
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: 610-878-7800
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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Item 1.01 Entry into a Material Definitive Agreement
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On January 11, 2006, the Compensation Committee of the Board of Directors
(the "Compensation Committee") of InterDigital Communications Corporation (the
"Company"), after considering information on total compensation for its
executive officers and competitive conditions, established annual base salaries
for the Company's Chief Executive Officer and executive officers for fiscal year
2006. The following 2006 base salaries were approved for the Company's Chief
Executive Officer and the four other most highly compensated executive officers
in the Company's last completed fiscal year ("named executive officers").
Mr. William J. Merritt, Chief Executive Officer $400,000
Mr. Richard J. Fagan, Chief Financial Officer $285,450
Mr. Mark A. Lemmo, Senior Business Development Officer $284,107
Mr. Lawrence F. Shay, General Counsel $256,114
Mr. William C. Miller, Senior Engineering and Programs Officer $225,993
Following an assessment of the Company's achievement of its 2005 annual
goals and individual performance during 2005, the Compensation Committee also
approved bonus awards under the Company's Annual Employee Bonus Plan for the
Chief Executive Officer and the executive officers, most of which is expected to
be paid in February 2006. The following annual bonus awards were approved for
the Chief Executive Officer and the named executive officers.
Mr. William J. Merritt, Chief Executive Officer $192,717
Mr. Richard J. Fagan, Chief Financial Officer $111,925
Mr. Mark A. Lemmo, Senior Business Development Officer $104,859
Mr. Lawrence F. Shay, General Counsel $100,326
Mr. William C. Miller, Senior Engineering and Programs Officer $ 84,561
Thirty percent of the Chief Executive Officer's and all other executive
officers' bonuses will be paid in shares of restricted stock subject to a
two-year holding period and accompanied by a cash gross up for income taxes
(amounting to up to approximately two-thirds of the value of the restricted
stock). Consistent with the terms of the corporate goals established in 2005,
approximately 4% of the cash bonus award is contingent upon satisfaction of
previously established conditions. This portion of the bonus award is
forfeitable if the officer's employment terminates prior to achievement.
The Compensation Committee approved the continuation of the Compensation
Program for Outside Directors' in 2006 and, with the Chairman of the Board
having recused himself, approved the addition of an annual grant of 10,000
Restricted Stock Units to the non-executive Chairman ("Chairman's Annual RSU
Grant"). The Chairman's Annual RSU Grant, made in January of each fiscal year,
is generally forfeitable to the extent unvested upon termination of service and
will vest in full one year from the date of grant.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
INTERDIGITAL COMMUNICATIONS CORPORATION
By: /s/ Lawrence F. Shay
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Lawrence F. Shay
General Counsel
Date: January 18, 2006
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