CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT is made as of the 30th day of April 1996 by and
between WILLIAM J. BURNS, an individual ("Consultant") and INTERDIGITAL
COMMUNICATIONS CORPORATION, a business corporation existing under the laws of
the Commonwealth of Pennsylvania (the "Company").
W I T N E S E T H:
WHEREAS, since November 1994, Consultant 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, Consultant and the Company have agreed that it is in their best
mutual interests for Consultant to resign his positions as a member of the Board
of Directors of the Company and as an officer and employee of the Company;
WHEREAS, in connection with such resignation, Consultant and the Company
have entered into that certain Separation and Confidentiality Agreement dated as
of the date hereof ("Separation and Confidentiality Agreement"); and
WHEREAS, the Company desires to assure itself of the continuing benefit of
Consultant's services and experience for a period of time and has offered to
engage Consultant to render consultative and advisory services to it; and
WHEREAS, Consultant desires to accept such engagement, upon the terms and
conditions hereinafter set forth.
NOW THEREFORE, in consideration of the mutual agreements herein contained,
and intending to be legally bound hereby, the parties hereto agree as follows:
1. Term of Agreement. Subject to the terms and conditions hereof, the term
of this Agreement shall be for a period of one year commencing on the effective
date hereof and terminating at the close of business on the first anniversary of
1
the effective date hereof, unless extended by the written agreement of the
Company and Consultant (as so extended, the "Engagement Period"). Upon the
default of any material term of this Agreement, the nondefaulting party shall
have the right to terminate this Agreement if such default is not cured by the
defaulting party within thirty (30) days after delivery of a written notice by
the nondefaulting party that describes such default in reasonable detail.
2. Services to be Rendered. The Company hereby retains Consultant as a
general advisor and consultant to the Company for the purpose of advising and
consulting the Company on such matters as shall be mutually agreed from time to
time by the Company and Consultant ("Services"). In performing the Services,
Consultant agrees that he will make himself reasonably available and will
cooperate in any reasonable manner to provide such information or other
assistance as may be required from time to time by the Company to ensure the
proper transition of all responsibilities held by Consultant prior to the date
hereof to his successor. However, nothing herein shall impose any obligation on
the Company to make any requests of Consultant hereunder or to provide him with
an office or other facilities or services. Consultant shall not be required
under this Agreement (nor shall he be permitted unless mutually agreed by
Consultant and the Company) to participate personally in the negotiation of any
agreements with third parties on behalf of the Company, or to attend meetings or
engage in other conversations on behalf of the Company or with a view to
facilitate for the Company pertaining to the negotiation or performance of any
such agreements or any other Company business.
3. Compensation. As full and complete compensation for any and all Services
which Consultant may render to Company hereunder, the Company agrees to pay
Consultant a fee equal to $20,833.33 per month during the Engagement Period. The
monthly fee payments shall be paid on such dates and shall be reduced by any
premiums payable for the medical plan and by federal, state and local tax
withholdings comparable to the way that Consultant's salary as an employee of
the Company was previously handled. In the event of Consultant's death before
the end of the Engagement Period, the Company shall pay to Consultant's
designee, or in the absence of a designee such payment shall be made to his
estate, the unpaid balance of any compensation due under this Agreement to
Consultant through the remainder of the Engagement Period. Such payment shall
be made in a lump sum within thirty (30) days after the Company is advised of
Consultant's death.
4. Status as Independent Contractor. It is expressly understood and agreed
that Consultant is an independent contractor and is not an agent nor an employee
of the Company.
5. Expenses. During the Engagement Period, the Company shall reimburse
Consultant for all reasonable and necessary expenses incurred by Consultant in
the performance of Services authorized by the Company hereunder, including 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,
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.
2
6. Assignment. This Agreement may not be assigned by Consultant or 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.
7. 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.
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.
9. Governing Law. All issues concerning this Agreement will be governed by
and construed in accordance with the laws of 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
exclusive jurisdiction with respect to the subject matter hereof and the person
of the parties hereto.
9. Entire Agreement. This Agreement and that certain Separation and
Confidentiality Agreement executed between the parties contemporaneously
herewith set forth the entire understanding of the parties in respect to the
subject matter contained therein and supersedes all prior agreements and
understandings relating to the subject mater and may only be amended by a
written agreement signed by the parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
3
ATTEST: INTERDIGITAL COMMUNICATIONS
CORPORATION
/s/ Jane Schultz By: /s/ Harry Campagna
- --------------------------- ---------------------------
Jane Schultz Harry Campagna
Title: Chairman of the Board
WITNESS: CONSULTANT
/s/ David Burns /s/ William J. Burns
- --------------------------- -----------------------------
David Burns William J. Burns
4