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SEPARATION AND CONFIDENTIALITY AGREEMENT
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THIS SEPARATION AND CONFIDENTIALITY AGREEMENT is made effective as of the
30th day of April 1996 by and between XXXXXXX X. XXXXX, an individual
("Executive"), and INTERDIGITAL COMMUNICATIONS CORPORATION, a business
corporation existing under the laws of the Commonwealth of Pennsylvania,
together with each and every one of its predecessors, successors (by merger or
otherwise), parents, subsidiaries, successors, assigns, directors, officers and
employees (hereinafter collectively referred to as the "Company").
W I T N E S S E T H:
WHEREAS, since November 1994, Executive has been employed by the Company in
the capacity of Chief Executive Officer and has served as the Chairman of the
Board of Directors of the Company since 1994; and
WHEREAS, Executive and the Company have agreed that it is in
their mutual best interests for Executive to resign his positions as a director,
officer and employee of the Company; and
WHEREAS, in connection with such resignation, Executive and the Company
have entered into that certain Consulting Agreement dated as of the date hereof
("Consulting Agreement"); and
WHEREAS, Executive and the Company also desire to settle fully and finally
all differences between them, including, but in no way limited to, any
differences arising out of any aspect of Executive's employment with the Company
and/or out of his separation from that employment.
NOW, THEREFORE, in consideration of the mutual promises hereinafter set
forth, Executive and the Company acting of their own free will and intending to
be legally and irrevocably bound hereby, agree as follows:
1. Prior Agreements. All agreements and understandings between Executive
and the Company, whether oral or written, which were in effect at any time prior
to the execution and delivery of this Agreement excluding (i) any agreement or
obligation of the Company to indemnify Executive as an officer or director of
the Company, (ii) the obligation of Company to
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reimburse Executive for reasonable Company business expenses incurred prior to
April 30, 1996, and (iii) any agreement under which Executive holds options or
warrants (all such agreements and understandings other than those described in
clause (i) or (ii) of this Section 1 being herein referred to as "Prior
Agreements") are hereby terminated and of no further force and effect. Neither
Executive nor the Company shall have any further rights or obligations under any
such Prior Agreements.
2. Employment Termination. Executive acknowledges and agrees that,
effective as of April 30, 1996, he shall not render any further services to the
Company in the capacity of employee, officer or director of the Company, and
that, as of this date, has effectively resigned from any and all positions that
he heretofore held with the Company, its subsidiaries and affiliates.
Contemporaneously with the execution and delivery of this Agreement, Executive
shall execute and deliver to the Company a formal resignation from his positions
as Chairman, Chief Executive Officer and member of the Company's Board of
Directors and similar resignations with respect to each and every subsidiary of
the Corporation for which he served as an officer and/or director. Executive
further acknowledges and agrees that, effective as of the date hereof, he shall
no longer be authorized to represent, to incur any expenses or liabilities or to
take any other action on behalf of the Company. In addition, Executive
acknowledges and agrees that the Company shall not have any obligation,
contractual or otherwise, to rehire, reemploy or recall him in the future and/or
to pay or to make available to him any additional compensation or benefits after
that date except as required by law or as specifically provided herein.
3. Future Employment. Notwithstanding the rights and obligations of the
parties set forth in the Consulting Agreement, Executive shall remain free to
obtain employment with a third party at any time, provided that: (a) Executive
will use his best efforts to accommodate the requests of the Company for such
information or other assistance as may be required from time to time under the
Consulting Agreement, and (b) Executive will promptly advise the Company in
advance of commencing any such employment or other engagement and will not
thereafter accept or undertake any duties on behalf of the Company in areas that
relate to his duties or areas of responsibility with his new employer without
first informing the Company in writing.
4. Consideration. In consideration for the general release described in
Section 8 hereunder and for all other agreements by Executive contained in this
Agreement, the Company shall provide Executive with the following benefits and
compensation:
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(a) Executive Bonuses. Company shall pay Executive: (i) immediately upon
the execution of this Agreement, the sum of One Hundred Thousand Dollars
($100,000) (which is equal to forty percent (40%) of the gross salary paid to
Executive in 1995 for services rendered in 1995), which the Company may treat as
paid pursuant to the Company's executive bonus plan as set forth in the
Company's Board of Director minutes dated May 19, 1994 ("Executive Bonus Plan")
and (ii) on the earlier of June 1, 1997 or the date the Company pays bonuses to
executives and employees for 1996 under the Executive Bonus Plan, the sum of
Thirty Three Thousand Three Hundred and Thirty Three and 33/100 dollars
($33,333.33) (which is equal to forty percent (40%) of the gross salary paid to
Executive in 1996 for services rendered from January 1, 1996 through April 30,
1996).
(b) Medical Benefit Continuation.
(i) It is the intention of the parties hereto that Executive's status
as an active participant under the Company's basic group medical, life
insurance and long term disability programs will continue insofar as permitted
by the contracts with the Company's group insurance providers and by applicable
law through the first anniversary of the date hereof. Any required employee
contribution to the medical plan premium will be deducted from Executive's
monthly salary continuation payments.
(ii) In the event that the Company determines that the continued
inclusion of Executive as an active participant in its basic group insurance
plans is not permitted by its providers, the Company shall so advise
Executive by written notice. Furthermore, in such event, as part of the
severance package made available to Executive hereunder, the Company agrees to
reimburse Executive for the cost that Executive would incur to obtain similar
individual life and disability coverage (whether or not Executive elects to
obtain such coverage) and to bear the cost of continuing Executive's group
medical benefits under COBRA (except for amounts which would be contributory by
Executive if he were still employed by the Company) through the first
anniversary of the date hereof provided that Executive elects COBRA coverage and
that he satisfies the statutory eligibility criteria.
(iii) the Company's obligation to continue medical coverage will
cease if Executive elects to participate in a comparable medical plan with
a new employer. In this case, Executive agrees immediately to notify the Company
by written notice to Xxxxxxx X. Xxxxx, Director of Human Resources of the
Company.
(c) Stock Options. As of the date hereof, Executive holds fully vested,
non-qualified options to purchase
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250,000 shares of common stock of the Company at $3.00 per share expiring on
December 10, 2004 and 12,500 shares of common stock of the Company at $4.375 per
share expiring on March 22, 2004. Notwithstanding termination of Executive's
employment with the Company, the Company represents and agrees that these stock
options are fully vested and that these stock options and all other stock
options currently owned by Executive shall remain exercisable until the date ten
(10) years from the respective grant dates of such stock options, subject to the
change of control provisions in the applicable stock option plan under which the
stock options were granted.
(d) Warrants. As of the date hereof, Executive holds warrants which may in
aggregate be exercised to purchase 36,500 shares of common stock of the Company
(the "Warrants"). The parties agree that the Warrants are hereby modified so
that the exercisability of fifty percent (50%) of the Warrants shall be deferred
until the earlier of April 30, 1997 or the time when jury verdicts have been
rendered in the lawsuits currently pending against the Company involving Xxxxxxx
Xxxx and the federal securities class action titled Xxxxxx Xxxxxxx v. Xxxxxx X.
Xxxxxxxxx and InterDigital Communications Corporation (the "Federal Securities
Class Action") or such lawsuits have been settled by the parties thereto. The
deferral period set forth in the preceding sentence shall be continued or
extended during any period of time in which Executive shall be in breach of any
of his obligations hereunder.
(e) Leased Vehicle. As of the date hereof, the Company has leased for
the use of Executive a 1996 Oldsmobile Regency Sedan ("Leased Vehicle").
Immediately upon execution of this Agreement, the Company shall either pay
Executive in one lump sum an amount equal to $10,410.24 (which represents the
aggregate total of the remaining base monthly payments required to be paid under
lease less a $500 security deposit), which Executive agrees to apply to such
lease payments on or before their due date, or shall continue to make such lease
payments itself either when due or prior to such time. If Company elects to pay
Executive in a lump sum, the Company shall assign its rights and interest in and
to the lease to Executive, provided that the lessor consents to such assignment
as required by the lease, and further provided that in connection with such
assignment, the Company is released from any continuing liability under the
lease, whether known, unknown or contingent. In the event of the Company elects
to make the lease payments itself or in the event that the lessor does not
consent to the assignment of the lease or the Company would not receive such a
release, Executive shall continue to use the Leased Vehicle and, in such event,
Executive hereby agrees to indemnify, defend and hold the Company harmless from
any and against any and all claims, losses and liabilities arising in connection
with the Leased Vehicle after the effective date of this Agreement other than
the
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payments to lessor to be made by Company as set forth in this paragraph.
Finally, Company shall, at its option, either at the end of the lease or prior
to such time, at Company's option, pay to Executive the residual value required
to buy out the lease, or purchase the Leased Vehicle for Executive (thereupon
transferring title to Executive).
(f) Leased Apartment. As of the date hereof, the Company has leased an
apartment located at 282-Apt. 2B, Radnor Crossing Apts., Iven Ave., St. Davids,
PA on behalf of Executive ("Apartment"). The Company agrees to continue to pay
all rent as such payments become due under the Apartment lease for the remainder
of its current term (but not including any extension or renewal of such term).
Lessee represents that he has provided vacant occupancy to the Company in
physical condition under which all security deposits would be required to be
refunded to the Company.
(g) Moving Expenses. The Company agrees to reimburse Executive, upon
receipt of invoice(s) in form and substance reasonably satisfactory to the
Company, for all reasonable expenses incurred by Executive in connection with
moving his personal belongings from the Apartment to Executive's residence in
Carbondale and/or Chicago, Illinois. Executive agrees that at the time he moves
from the Apartment, he will leave in the Apartment all furniture, appliances and
other property owned by the lessor of the Apartment or leased by the Company
from third parties but shall keep all audio/video equipment, business equipment
(including, without limitation, the fax machine in the Apartment), furniture,
appliances and other property in the Apartment which had been owned by the
Company.
(h) Payment of Legal Fees. The Company agrees to pay, upon receipt of
invoice(s) in the form and substance reasonably satisfactory to the Company, the
reasonable attorney's fees and costs incurred by Executive not to exceed $10,000
in connection with the negotiation, execution and delivery of this Agreement. In
the event of a default under this Agreement resulting in litigation, the
prevailing party shall be entitled to collect reasonable attorneys' fees and
court costs.
(i) Consulting Agreement. Immediately upon execution of this Agreement,
the Company and Executive shall enter into a Consulting Agreement in the
form attached hereto as Exhibit A.
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5. Confidentiality.
(a) Executive agrees that he will not disclose or use for his direct or
indirect benefit or the direct or indirect benefit of any third party, any
Confidential Information (as hereinafter defined) of the Company. In general,
"Confidential Information" means any and all confidential or confidential and
proprietary information of the Company, whether any information relating to
computer codes or instructions (including source and object code listings, logic
algorithms, subroutines, modules or other subparts of computer programs and
related documentation, including program notation); computer processing systems
and techniques; layouts; flowcharts; specifications; know-how; any associated
user or other manuals or other like textual materials (including any other data
and materials used in performing Executive's duties); all computer inputs and
outputs (regardless of the media on which stored or located); hardware and
software configurations; designs; interfaces; research; processes; inventions;
products; methods; marketing sales and distribution data, methods, plans and
efforts; the Company's relationship with actual and prospective customers,
contractors and suppliers; sales, business, alliance and strategic plans;
alliance agreements; license agreements; budgets; any other materials prepared
by Executive or other employees in the course of, relating to or arising out of
their employment, or prepared by any other contractor for the Company or its
customers. For purposes hereof, the term "Confidential Information" shall not
include materials or information that (i) were possessed by Executive before his
employment by the Company, (ii) have been disclosed or made available to the
general public by the Company or by a third party who is not bound by a
confidentiality agreement with the Company and who is not otherwise prohibited
from disclosing the materials or information to the general public, or (iii) are
generally available or known within the Company's industry.
(b) Executive agrees that he will, effective the date of his employment
termination: (i) discontinue all use of Confidential Information; (ii) return to
the Company all material furnished by the Company that contains Confidential
Information; (iii) erase or destroy any Confidential Information contained in
computer memory or data storage apparatus under the ownership or control of
Executive; and (iv) remove Confidential Information from any software under the
ownership or control of Executive that incorporates or uses Confidential
Information in whole or in part.
(c) Executive agrees to return to the Company on the effective date of
his employment termination, any documents, (including restricted distribution
copies of the Samsung Agreements provided to Executive and Xxxxxxx Xxxxx)
records, notebooks, files, correspondence, reports, memorandum, personal
property owned by the Company, or any other documents and material containing
Confidential Information; provided that he shall return copies of his January
1994 notes within seven (7) days of the execution and delivery of this Agreement
and copies of notes from August 1, 1995 to present within thirty (30) days
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of such time. Notwithstanding anything to the contrary in this Section 5,
Executive may retain personal notebooks and other documents and materials
maintained as part of his personal records relating to his tenure as an officer
or director of the Company, or that he has prepared or intends to use to assist
him in acting as a witness for the Company in pending litigation matters,
provided that (i) Executive shall not disclose to third parties any Confidential
Information that may be contained in any such documents and materials, and (such
records, notes, etc. are not deemed to include Executive's notes similar in
nature to those previously delivered to the Company in connection with the
Xxxxxxx Xxxx and class action litigations (referred to in Section 11 herein),
ii) Executive shall be entitled to retain copies of any portion of such
notebooks, documents and materials relevant to the defense of any pending
Company litigation matters referred to in Section 11 of this Agreement provided
that Executive delivers the originals of such items to the Company promptly
following the date hereof (or copies of such items, where Executive is not in
possession of the originals). Executive represents that he has returned all door
and file keys, card key passes, computer access cards, software, credit cards
and other physical property of any kind owned by the Company that Executive
received in connection with his employment, except as otherwise provided by 4(g)
hereof. Executive further agrees that he will not make, retain, remove or
distribute any copies of any of the foregoing. Notwithstanding the foregoing,
Executive acknowledges that his records, notes, etc. similar in nature to those
previously delivered to the Company in connection with the Xxxxxxx Xxxx
litigation and Federal Securities Class Action, as referred to herein, are
deemed to be of a business nature; Executive may keep the originals but agrees
that he will deliver good quality copies to Company, as provided above.
6. Confidentiality of Terms. Executive agrees that the terms of this
Agreement shall remain completely confidential, and he will not hereafter
disclose any information concerning this Agreement to anyone except: (a) his
spouse and family; (b) his personal attorneys, if any; (c) his personal
financial and/or tax advisors; (d) taxing authorities; (e) as may be appropriate
to prosecute or defend legal proceedings to enforce this Agreement; and (f) as
otherwise may be required by law or court order. Executive further understands
that such information may be disclosed to the aforementioned individuals only on
the condition that such individuals in turn agree to keep such information
completely confidential, and not disclose it to others, except as may otherwise
be required by law or court order. After his resignation and in response to any
inquiries by employees of the Company or third parties concerning any of the
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terms of this Agreement, Executive agrees (i) to state only that he resigned his
employment or to state information publicly disclosed by the Company, whether in
press releases, public filings or otherwise, or (ii) if information publicly
disclosed by the Company, whether in press releases, public filings or
otherwise, concerning this Agreement is inaccurate in any material respect,
Executive may respond to the inquiry with accurate corrective information so
long as Executive has previously notified the Company of the material inaccuracy
and requested the Company to issue a corrective disclosure and the Company has
failed to issue such a corrective disclosure within five days of Executive's
notification and request. Nothing herein shall prohibit Executive from
disclosing to third parties the provisions of Sections 5 and 6 of this
Agreement, and the existence of the Consulting Agreement being entered into
between the Company and Executive.
7. Nondisparagement. Neither Executive nor the Company will make to any
person outside the employment of that party any tortiously defamatory or
disparaging statement with regard to the other party or the other party's
business.
8. Waiver and Release of Claims. (a) In consideration of the foregoing,
except as set forth in Section 8(c) hereof, Executive completely releases,
relinquishes, waives and discharges the Company, its officers, directors,
employees, agents, successors and assigns from all claims, liabilities, demands
and causes of action, known or unknown, filed or contingent, which he may have
or claim to have against the Company as of the date of the signing of this
Agreement arising out of or in any way related to his employment with the
Company or the termination of that employment. Executive agrees that he has
executed this Agreement and this release on his own behalf, and also on behalf
of his heirs, agents, representatives, successors and assigns. This release
includes, but is not limited to, a release of any rights or claims he may have
under:
(i) the Age Discrimination in Employment
Act, which prohibits age discrimination
in employment;
(ii) Title VII of the Civil Rights Act of
1964, as amended by the Civil Rights
Act of 1991, which prohibits
discrimination in employment based
on race, color, national origin,
religion or sex;
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(iii) the Americans with Disabilities Act
which prohibits discrimination on the
basis of a covered disability;
(iv) the Employer Retirement and Income
Security Act, which prohibits
discrimination on the basis of
entitlement to certain benefits;
(v) any other federal, state or local laws
or regulations prohibiting employment
discrimination;
(vi) breach of any express or implied
contract claims;
(vii) wrongful termination or any other
tort claims, including claims for
attorney's fees, whether based on
common law, or otherwise.
(viii) all claims to acquire any other rights
or entitlements of stock, warrants,
options, or other securities of the
Company or any related entity, other
than pursuant to the exercise of stock
options and warrants currently held by
Executive or acquired or to be acquired
by Executive otherwise than from the
Company, subject to the limitations set
out in Paragraph 4(c) and (d) of this
Agreement.
Executive understands, however, that by signing this release, he does not waive
rights to: (i) claims arising under any applicable worker's compensation laws;
(ii) any claims which the law states may not be waived; and (iii) his vested
rights under the regular employment benefit plans of the Company, in effect as
of the date this Agreement; (iv) his vested rights under the Company's stock
option plans and agreements; and (v) his rights to obtain indemnification under
the Company's Articles of Incorporation, By-laws, and applicable Pennsylvania
law.
(b) In consideration of the foregoing, except as set forth in Section
8(c) hereof, the Company in turn completely releases, relinquishes, waives
and discharges Executive and Executive's agents, representatives and heirs from
all claims, liabilities, demands and causes of action, known or unknown, filed
or contingent, which it may have or claim to have against Executive as of the
date of the signing of this Agreement arising out of or in any way related to
Executive's employment with the Company or the termination of that employment.
The Company agrees that it has executed this Agreement and this release on its
own behalf, and on behalf of its subsidiaries, successors and assigns.
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(c) Executive and the Company specifically acknowledge and hereby agree
that the provisions of this general release extend to all of the aforementioned
actions, whether presently matured or not matured, known or unknown, suspected
or unsuspected by Executive and by the Company, and further agree that this
constitutes an essential, material term of this Agreement. Notwithstanding the
foregoing, Executive and the Company expressly agree that the releases set forth
in this Section 8 shall not apply to any and all suits, causes of action,
claims, demands, charges, complaints, obligations or any actions of any sort
whatsoever, whether in law or equity, directly or indirectly, relating to or in
any way arising out of any aspect of this Agreement and any other agreements and
instruments related to the transactions contemplated herein.
9. No Admission. This Agreement shall not in any way be construed as an
admission by either Executive or the Company that either has acted wrongfully
with respect to the other party or that any action taken by Executive or the
Company with respect to the other at any time prior to the execution of this
Agreement has been unwarranted, unjustified, discriminatory, or otherwise
unlawful. Rather, it is understood and agreed that this Agreement constitutes a
good faith settlement of any and all claims between the parties, and, except as
set forth in Section 8(c) hereof, Executive and the Company hereby specifically
disclaim any liability to or wrongful acts against the other party on the part
of itself, its directors, officers, employees, agents and/or other
representatives including legal counsel of any kind.
10. Indemnification. To the extent permitted by law, the Company agrees to
defend, indemnify and hold Executive harmless against any threatened or pending
actions or proceedings, whether brought by a third party or as a derivative
action, by reason of the fact that Executive was an officer or representative of
the Company acting within the scope of his employment.
11. Cooperation in Defending Legal Actions. Executive understands that he
will not in the future voluntarily assist any individual or entity in preparing,
commencing or prosecuting any action or proceeding against the Company, its
directors, officers, employees, or affiliates, including but not limited to, any
administrative agency claims, charges or complaints and/or lawsuits against the
Company, its directors, officers,
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employees or affiliates, or to voluntarily participate or cooperate in any such
action or proceeding, except as such waiver is specifically prohibited by
statute. Executive also agrees that he will cooperate with and assist (including
by testifying if requested by the Company) the Company in its defense of any
such action or proceeding, including, without limitation, the Xxxxxxx Xxxx
litigation, the Xxxxx Xxxx litigation, the Xxxxxx Xxxxxxxx litigation, the
Federal Securities Class Action as well as any other actions or proceedings
currently pending or threatened against the Company or hereafter initiated
against the Company. This Agreement shall not preclude Executive from testifying
in such an action or proceeding if he is compelled to do so pursuant to a
subpoena or other court order. However, Executive expressly agrees that he will
provide written notice addressed to the attention of Xxxxxx X. Xxxxxxxx,
Executive Vice President, General Counsel & Secretary, InterDigital
Communications Corporation, 000 Xxxxx Xxxxxx, Xxxx xx Xxxxxxx, Xxxxxxxxxxxx
00000-0000 (Fax No. 000-000-0000) if he should receive, by service or otherwise,
a notice, subpoena or other court order or any other written request seeking or
requiring him to testify or otherwise participate in or assist in any action or
proceeding against the Company, such notice to be so provided within twenty-four
(24) hours of Executive becoming personally aware of the delivery to Executive
or anyone acting on his behalf of such notice, subpoena, order or request.
Company shall pay or reimburse Executive for all travel and lodging expenses if
Consultant is requested, in writing, by the Company to travel to the Company's
offices or otherwise on the Company's behalf pursuant to this paragraph,
provided that the Consultant provides the Company with an itemized account of
and, where applicable, original receipts for such expenses. In the case of
airfare and hotel expenses, Company will either advance the cost thereof to
Consultant or pay the cost itself, at Company's option.
12. Entire Agreement. This Agreement and that certain Consulting Agreement
executed between the parties contemporaneously herewith constitute the entire
understanding between Executive and the Company and supersede all other
agreements, whether written or oral, with respect to the transactions
contemplated herein. This Agreement may not be amended or modified by either
party unless such amendment or modification is memorialized in a writing signed
by each of the parties hereto.
13. Waiver. Any waiver by either party of any breach of any term or
condition of this Agreement shall not operate as a waiver of any other breach of
such term or condition or of any other term or condition, nor shall any failure
to enforce any provision hereof operate as a waiver of such provision or of any
other provision hereof or constitute or be deemed a waiver or release of any
other rights, in law or in equity.
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14. Governing Law. All issues concerning this Agreement will be governed by
and construed in accordance with the laws of the Commonwealth of Pennsylvania,
without giving effect to any choice of law or conflict of law provision or rule
(whether of the Commonwealth of Pennsylvania or any other jurisdiction) that
would cause the application of the law of any jurisdiction other than the
Commonwealth of Pennsylvania. The parties hereto agree that any action to
enforce this Agreement may be properly brought in any court within the
Commonwealth of Pennsylvania or in the United States District Court for the
Eastern District of Pennsylvania, and the parties hereto agree that the courts
of the Commonwealth of Pennsylvania and the United States District Court for the
Eastern District of Pennsylvania shall have jurisdiction with respect to the
subject matter hereof and the person of the parties hereto.
15. Severability. Whenever possible, each provision of this Agreement will
be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement is held to be invalid, illegal or
unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability will not affect
any other provision or the effectiveness or validity of any provision in any
other jurisdiction, and this Agreement will be reformed, construed and enforced
in such jurisdiction as if such invalid, illegal or unenforceable provision had
never been contained herein.
16. Further Assurances. From time to time after the execution of this
Agreement, each of the parties hereto hereby agrees to use all reasonable
efforts to take, or cause to be taken, all action and to do, or cause to be
done, all things necessary, proper and advisable under applicable laws, rules
and regulations to consummate and make effective the transactions contemplated
by this Agreement, including using its best efforts to obtain all necessary
waivers, consents and approvals. In case at any time after the execution of this
Agreement further action is necessary or desirable to carry out the purposes of
this Agreement, the proper officers and directors of each of the parties shall
take all such necessary action.
17. Assignment. This Agreement may not be assigned by Consultant or the
Company without the express written consent of the other; except, that this
Agreement may be assigned by the Company to the purchaser of substantially all
of the Company's assets or by operation of law (including, without limitation,
pursuant to a merger or consolidation of the Company) without consent.
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18. Enforcement. All remedies at law and equity shall be available for the
enforcement of this Agreement incorporated by reference herein. This Agreement
may be pleaded as a full bar to the enforcement of any claim in any way related
to or arising out of Executive's employment with the Company and/or the
termination of his employment.
19. Opportunity to Review and Right to Revoke. Executive hereby
acknowledges that he is acting of his own free will, that he has been afforded a
reasonable time to read and review the terms of this Agreement, that he has had
an opportunity to seek the advice of counsel and that he is voluntarily entering
into this Agreement with full knowledge of its respective provisions and
effects.
20. Contractual Effect. The parties understand and acknowledge that the
terms of this Agreement are contractual and not a mere recital. Consequently,
they expressly consent that this Agreement shall be given full force and effect
according to each and all of its express terms and provisions, and that it shall
be binding upon the respective parties as well as their heirs, executors,
successors, administrators and assigns.
21. Tax Withholding. Executive and the Company acknowledge and agree that
the Company will withhold all applicable withholding taxes as required in
accordance with applicable law in respect of amounts being paid or otherwise
provided by the Company to Executive hereunder.
IN WITNESS WHEREOF, Executive and the Company each acknowledge that they
are acting of their own free will, that they have had a sufficient opportunity
to read and review the terms of this Agreement, they have each received the
advice of their respective counsel with respect hereto, and that they have
voluntarily caused the execution of this Agreement and by reference herein as of
the day and year set forth below.
/s/ Xxxxxxx X. Xxxxx Witness: /s/ Xxxxx Xxxxx
-------------------------------- -----------------------------
Xxxxxxx X. Xxxxx Xxxxx Xxxxx
Date: May 17, 1996
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INTERDIGITAL COMMUNICATIONS CORPORATION:
By: /s/ Xxxxx Xxxxxxxx Attest: /s/ Xxxx Xxxxxxx
--------------------------- -------------------------
Xxxxx Xxxxxxxx
Title: Chairman of the Board
Date: May 17, 1996
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