a5443115.htm
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
______________
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): July 9, 2007
______________
InterDigital,
Inc.
(Exact
name of registrant as specified in its charter)
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Pennsylvania
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1-11152
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23-1882087
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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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781
Third Avenue, King of Prussia, Pennsylvania
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19406-1409
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(Address
of Principal Executive Offices)
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(Zip
Code)
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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:
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q
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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q
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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q
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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q
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
5.02. Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers; Compensatory Arrangements of Certain
Officers.
(b) Effective
as of July 9, 2007, Richard J. Fagan, Chief Financial Officer of InterDigital,
Inc. (the “Company”) has resigned as an officer of the Company. Mr.
Fagan had previously notified InterDigital Communications Corporation of his
intention to resign as Chief Financial Officer no later than August 15, 2007,
as
set forth in the Form 8-K filed by the InterDigital Communications Corporation
on March 6, 2007.
(c) Effective
July 9, 2007, Scott A. McQuilkin is the Chief Financial Officer of the
Company. As part of the Company’s executive team, Mr. McQuilkin will
be responsible for directing the Company’s financial and accounting teams,
leading merger and acquisition activities, and supporting the Company’s capital
markets efforts. Mr. McQuilkin, who is 52 years old, brings more than
25 years of experience in executive financial management with public and
privately-held companies in the technology and financial services
sectors. He joins the Company from Metavante Lending Solutions, an
affiliate of Metavante Corporation (“Metavante”), a high growth technology firm
providing business process automation technologies to the financial services
industry. At Metavante (which acquired GHR Systems, a predecessor
company), he served as Chief Financial Officer, holding responsibility for
finance, funding, acquisitions, accounting, strategy, and risk
management. During his six year tenure with Metavante, he led that
organization through a period of rapid revenue growth and negotiated several
key
acquisitions.
Mr.
McQuilkin is not related to any
officer or director of the Company, and has not had any business transactions
with the Company or with any related persons thereto.
(e) On
July 9, 2007, the Company and Mr. McQuilkin entered into an employment agreement
(“Employment Agreement”) setting forth the terms and conditions of Mr.
McQuilkin’s service as the Company’s Chief Financial Officer.
Pursuant
to the Employment Agreement, Mr. McQuilkin will report directly to the Chief
Executive Officer and will receive the following components of compensation:
(i)
an annual base salary in the amount of $275,000 (“Base Salary”), less all
applicable withholdings and deductions; (ii) an annual target bonus of 40%
of
Base Salary pursuant to the Company’s Annual Employee Bonus Plan (“Bonus Plan”);
(iii) eligibility to participate in the Company’s Long-Term Compensation Program
(“LTCP”) at a target equal to 80% of annual base salary pursuant to the terms
and conditions of the LTCP; and (iv) an award of 5,000 restricted stock units
(“RSUs”) under the terms and conditions of the Company’s 1999 Restricted Stock
Plan, effective on the first date of Mr. McQuilkin’s employment with the
Company, and vesting over the next three years in equal amounts on the
anniversary of the commencement of Mr. McQuilkin’s employment. He
will also be subject to a one year covenant not to compete.
Under
the terms of Mr. McQuilkin’s
employment, he is also eligible to receive, (i) a pro-rata bonus under the
Bonus
Plan for the calendar year 2007 conditioned upon the prior approval and within
the sole discretion of the Chief Executive Officer, and (ii) pro-rata awards
under the LTCP (i.e., both a long-term, performance-based cash incentive award
and a RSU award) calculated as of Mr. McQuilkin’s date of hire.
The
Employment Agreement further provides that if Mr. McQuilkin is terminated
without cause or terminates his employment for good reason (as “cause” and “good
reason” are defined under Section 9(b) and 9(a) of the Employment Agreement,
respectively), and provided he executes the Company’s standard form termination
letter, he will be entitled to continue to receive his Base Salary, together
with dental and health coverage under COBRA, for a period of twelve
months. In addition, upon Mr. McQuilkin’s separation of service with
the Company, the Employment Agreement provides that if any payment is made
to
Mr. McQuilkin which would constitute a payment of nonqualified deferred
compensation pursuant to Section 409A of the Internal Revenue Code of 1986,
as
amended (the “Code), such payment shall be delayed until the date that is six
months after the date of Mr. McQuilkin’s separation. Further, in the
event any amount or benefit payable to Mr. McQuilkin under the Employment
Agreement or under any other plan, agreement or arrangement applicable to Mr.
McQuilkin, is subject to an excise tax imposed pursuant to Section 4999 of
the
Code (or imposed under any successor provision of the Code imposing a tax
liability on “excess parachute payments” as that term is defined in Code Section
280G), Mr. McQuilkin shall be entitled to receive a cash “gross-up” payment, on
an after-tax basis, in an amount sufficient to indemnify him for the amount
of
any such excise tax.
If
his
employment is terminated within one year following a change of control by the
Company (except for cause) or by employee (whether or not for good reason),
Mr.
McQuilkin is entitled to receive all accrued but unpaid Base Salary, benefits
and other compensation provided he signs a standard termination letter. In
such
circumstances, he is also entitled to receive at the date of termination, two
years worth of Base Salary, and all options, restricted stock and restricted
stock units which may vest upon a change of control under the applicable equity
plan shall vest.
In
addition, effective as of July 9, 2007, the Company entered into an Indemnity
Agreement with Mr. McQuilkin. The Indemnity Agreement is in the form
executed by all directors, officers or agents of the Company or the Company’s
subsidiaries, and provides that in addition to the Company’s general obligation
to maintain directors’ and officers’ liability insurance, the Company will,
subject to certain conditions, indemnify and defend in whole or in part, such
directors, officers or agents of the Company or the Company's subsidiaries
in
connection with their service to the Company and its subsidiaries.
The
Indemnity Agreement entered into with Mr. McQuilkin is substantially identical
in all material respects (except as to the parties thereto and the date) to
the
Indemnity Agreement filed with the Securities and Exchange Commission as Exhibit
10.47 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March
31, 2003.
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.
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INTERDIGITAL,
INC.
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By:
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/s/
Lawrence F. Shay
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Lawrence
F. Shay
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Chief
Legal Officer & Government
Affairs
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Date:
July 9, 2007