InterDigital, Inc. 10-Q

Item 5. OTHER INFORMATION Rule 10b5-1 Trading Arrangements During second quarter 2024, the following Section 16 officers adopted , modified or terminated “Rule 10b5-1 trading arrangements” (as defined in Item 408 of Regulation S-K of the Securities Exchange Act of 1934, as amended): Action Date Trading Arrangement Maximum Shares to be Sold Expiration Date Rule 10b5-1 Non-Rule 10b5-1 Rajesh Pankaj Adopt May 9, 2024 X 6,300 1 May 30, 2025 Derek Aberle Adopt May 20, 2024 X 2753 2 June 30, 2025 Josh Schmidt Adopt May 22, 2024 X 1,424 1 March 28, 2025 John Kritzmacher Adopt June 21, 2024 X 3,014 June 30, 2025 Samir Armaly Adopt June 24, 2024 X 770 2 June 30, 2025 Jean Rankin Adopt June 24, 2024 X 599 2 June 30, 2025 Derek Aberle Adopt June 25, 2024 X 685 2 June 30, 2025 John Markley, Jr. Adopt June 25, 2024 X 856 June 30, 2025 1.) With respect to grants that have not yet vested, assumes shares withheld for tax purposes consistent with the individual’s tax rate. With respect to milestone awards, assumes no milestones are achieved prior to the expiration of the trading plan. 2.) Number of shares to be sold represents the individual's estimated tax liability associated with the vesting of the RSU grants covered by the trading arrangement. Compensation Arrangements On July 30, 2024, the Human Capital Committee (the “Committee”) of the Board of Directors of the Company amended the terms governing the Company’s performance-based equity awards (“Awards”) to provide that, in the event of a Change in Control (as defined in the Company’s 2017 Equity Incentive Plan, as amended (the “Plan”)), such Awards will be deemed earned based on the greater of target or actual performance, measured as of the day immediately prior to the Change in Control. Additionally, the terms governing Awards of Options (as defined in the Plan) will be amended to remove the requirement that shares of the Company’s stock issued upon settlement of an Option must not be disposed or transferred by the holder for two years following the vesting date of such Option. These amendments will apply to all outstanding and all future performance-based awards issued under the Plan. All other terms of the awards, including the service-based vesting schedules initially applicable to such Awards and any other provisions relating to termination following a Change in Control, remain unchanged. Additionally, on July 30, 2024, the Committee amended the Company’s Executive Severance and Change in Control Policy (the "Policy") to provide that, in the case of a COC Qualified Termination (as defined in the Policy), “Tier 1” employees of the Company, currently consisting solely of the Company’s Chief Executive Officer, will receive a lump sum payment of (i) 200% of the executive’s base salary, decreased from 250%, and (ii) 200% of the executive’s target bonus under the Company’s short-term incentive plan, increased from 100%. All other terms of the Policy, including other amounts payable upon a COC Qualified Termination, remain unchanged. The amendments described herein are qualified entirely by reference to the amended forms of Award agreement and the amended Policy, each of which is filed as an exhibit to this Quarterly Report on Form 10-Q. 35 Table of Contents Item 6. EXHIBITS. The following is a list of exhibits filed with this Quarterly Report on Form 10-Q: Exhibit Number Exhibit Description †10.1 Amended InterDigital Inc. Executive Severance and Change in Control Policy. †10.2 2017 Equity Incentive Plan, Form of Term Sheet for Performance-Based Restricted Stock Unit Awards (revised July 2024). †10.3 2017 Equity Incentive Plan, Form of Term Sheet for Performance-Based Stock Option Awards (revised July 2024). 31.1 Certification of Principal Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended. 31.2 Certification of Principal Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended. 32.1+ Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350. 32.2+ Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350. 101.INS Inline Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH Inline Schema Document 101.CAL Inline Calculation Linkbase Document 101.DEF Inline Definition Linkbase Document 101.LAB Inline Labels Linkbase Document 101.PRE Inline Presentation Linkbase Document 104 Inline Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101) ______________________________ † Management contract or compensatory arrangement. + This exhibit will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (15 U.S.C. 78r), or otherwise subject to the liability of that section. Such exhibit will not be deemed to be incorporated by reference into any filing under the Securities Act or Securities Exchange Act, except to the extent that InterDigital, Inc. specifically incorporates it by reference. 36 Table of Contents 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 thereunto duly authorized. INTERDIGITAL, INC. Date: August 1, 2024 /s/ LIREN CHEN Liren Chen President and Chief Executive Officer Date: August 1, 2024 /s/ RICHARD J. BREZSKI Richard J. Brezski Chief Financial Officer 37