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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): November 1, 2005
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InterDigital Communications Corporation
(Exact name of registrant as specified in its charter)
Pennsylvania 1-11152 23-1882087
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(State or other jurisdiction of (Commission (IRS Employer
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.
(a) On November 1, 2005, a Severance Agreement and General Release entered into
between InterDigital Communications Corporation (the Company) and Alain C.
Briancon (Severance Agreement) became effective. Prior to the termination of his
employment on October 24, 2005, Dr. Briancon had been the Company's Chief
Technology Officer, and was employed pursuant to a written Employment Agreement
previously filed with the Securities and Exchange Commission (Employment
Agreement). The Severance Agreement provides benefits to Dr. Briancon in a
manner generally consistent with a termination without cause under his
Employment Agreement.
Pursuant to the terms of the Severance Agreement, Dr. Briancon will
receive:
o Continuation of base salary and COBRA group health insurance premiums each
for a period of 12 months, less applicable withholding taxes.
o A pro-rata portion of the 2005 annual bonus to be calculated and paid under
the terms of the Company's Annual Employee Bonus Plan.
o A pro-rata portion of the Restricted Stock Unit (RSU) awards granted to Dr.
Briancon under the two Long-Term Compensation Program (LTCP) cycles
currently in effect. Such pro-rated awards are to be calculated under the
terms of the LTCP with vesting on January 1, 2006.
o A pro-rata portion of any cash award to be made under the first cycle of
LTCP.
o Outplacement services for a period of six (6) months.
Certain of the rights, duties, and obligations of Dr. Briancon under his
Employment Agreement are incorporated into the Severance Agreement and survive
his termination of employment, including a covenant not to compete. In addition,
the Severance Agreement provides for a general release to the Company by Dr.
Briancon.
The foregoing description of the Severance Agreement is a summary of
the material terms.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Current Report on Form 8-K to be signed on
its behalf by the undersigned hereunto duly authorized.
INTERDIGITAL COMMUNICATIONS CORPORATION
By: /s/ R.J. Fagan
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Richard J. Fagan
Chief Financial Officer
Dated: November 2, 2005