EX-10.29 4 ex1029amendedandrestatedde.htm EX-10.29 Document


EXHIBIT 10.29

TRANSAMERICA RETIREMENT SOLUTIONS, LLC

NONQUALIFIED DEFERRED COMPENSATION ADOPTION AGREEMENT FOR


InterDigital, Inc.










This Adoption Agreement is to be used in conjunction with the Transamerica Retirement Solutions, LLC
Nonqualified Deferred Compensation Plan Document

















This Adoption Agreement is an important legal document. You should consult with your attorney on whether or not it accommodates your particular situation, and on its tax and legal implications. Transamerica Retirement Solutions, LLC (“TRS”), or any successor thereto, does not and cannot provide legal or tax advice. The Plan Document and Adoption Agreement are intended purely as specimen documents for use by you and your attorney. TRS can give no assurances that any Employer’s Nonqualified Deferred Compensation arrangements will meet all applicable Internal Revenue Service (“IRS”) and Department of Labor (“DOL”) requirements.











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Account Number: NQ98474

Table of Contents

Introduction3
Part I – General Information4
Part II – Plan Data5
Part III – Compensation7
Part IV – Elections to Defer Compensation8
Part V – Forms and Timing of Distributions – Upon Separation from Service11
Part VI – Forms and Timing of Distributions as of a Specified Time15
Part VII – Forms and Timing of Distributions Upon Other Events16
Part VIII – Vesting18
Part IX – Miscellaneous20
Execution22
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Account Number: NQ98474


Introduction
In completing this Adoption Agreement, as in connection with other matters related to this Plan, it is strongly recommended that you consult with your attorney or other tax advisor. This is especially true because if the Plan is not operated in accordance with the terms of the Plan and the options elected in this Adoption Agreement, additional taxes, penalties, and interest under section 409A of the Internal Revenue Code (the “Code”) may result.
Transamerica Retirement Solutions, LLC does not and cannot provide legal or tax advice. The Adoption Agreement and the related Plan document (the "Plan") are not prototypes and have not been reviewed or approved by the IRS. They are intended purely as sample documents for use by your attorney in preparing your nonqualified deferred compensation plan.
The Plan is a broad document which allows a participating Employer a number of choices and options. Any capitalized terms used in this document have the meaning as set forth in the Plan Document, unless otherwise indicated. These choices and options are illustrated in this Adoption Agreement; provisions of the Plan which allow no options are not included in the Adoption Agreement. This does not necessarily mean that other alternatives are not legally permissible, but TRS may not be able to administer such other alternatives. This Adoption Agreement states the provisions specific to your particular Plan.

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Account Number: NQ98474


Part I – General Information
1.Sponsoring Employer (Article 2.22 of the Plan).

(a)Name of Employer:    InterDigital, Inc.

(b)Address of Employer:    200 Bellevue Parkway, Suite 300
Wilmington, DE 19809

(c)Federal Tax ID Number of
Employer:    23-1882087

(d)Contact Phone Number:    (302) 281-3615

(e)Publicly Traded Company (check one):

(i)☐ No.

(ii)☒Yes. (Note: For Key Employees, distributions may not be made before the date which is six months after Separation from Service (or if earlier, after the date of death).)

(f)If a Publicly Traded Company, enter Key Employee identification date (complete, if applicable):

(i)☒ December 31.

(ii)☐ Other     .

(g)If a Publicly Traded Company, enter Key Employee effective date (complete, if applicable):

(i)☒ April 1 following the identification date.

(ii)☐ Other     .

Note: If the Employer is a tax-exempt organization, additional requirements may apply under Code section 457. This Plan is not intended to comply with the requirements of Code section 457. Please consult with your legal or tax advisor.

2.Plan Administrator (if not Employer) (Article 9.1 of the Plan).
(a)Name of Plan Administrator:        
(b)Address of Plan Administrator:        


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Account Number: NQ98474


(c)Contact Phone Number:        

Part II – Plan Data
3.Name of Plan(s). (Articles 2.2, 2.38, and 2.41 of the Plan).

(a)The name of this Plan is (provide name): InterDigital Deferred Compensation Plan
(b)The name of the predecessor nonqualified deferred compensation plan of the Employer that was in existence as of October 3, 2004 (provide name, if there was a predecessor nonqualified deferred compensation plan and this is a new Code section 409A plan):

    (“Prior Plan”)
4.New Plan or Amendment, Restatement, and Continuation of a Prior Plan.    This Plan is
(check one):
(a)☐ A new plan.
(b)☒ An amendment, restatement, and continuation of a plan in existence on or after October 3, 2004 and applies only to deferred compensation earned or vested after 2004.

(c)☐ An amendment, restatement, and continuation of a plan in existence as of October 3, 2004 and applies only to deferred compensation earned or vested after 2004. (There are no material modifications of pre-2005 deferred compensation.)*

(d)☐ An amendment, restatement, and continuation of a plan in existence as of October 3, 2004, and applies to all contributions regardless of when made, earned or vested. (There are material modifications of pre-2005 deferred compensation.)

*Caution: If this is an amendment, restatement, and continuation of an existing plan, the Employer is responsible for ensuring that the amendment and restatement does not result in a “material modification” (within the meaning of Code section 409A and regulations thereunder) of any Grandfathered Amount and that any amendment does not cause a revocation of elections, acceleration of distributions or other event not permissible under Code section 409A and the regulations thereunder.

5.Effective Date (Article 2.17 of the Plan).
(check one and provide information required by section (a) or (b), as applicable):

(a)☐ For new plans:

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The Effective Date of the Plan is (provide date)     .

(b)☒ For the amendment, restatement, and continuation of a Prior Plan: The initial effective date of the Plan was (provide date) June 12, 2013.
The Effective Date of this amendment and restatement of the Plan is January 1, 2023 (provide date).

6.Plan Year (Article 2.40 of the Plan).

The Plan Year is (a twelve month period – e.g., January 1– December 31) January 1- December 31.

If Plan has a short initial Plan Year, the short initial Plan Year is     .

7.Plan Covers:

This Plan shall cover the following (check one):
(a)☒ Employees.
(b)☒ Directors.*
(c)☐ Other*     .
*Note: when checked, references to the terms “Employer” and “Eligible Employee” are substituted for the terms “Company” and “Eligible ☒ Director ☐ Other ”, in the Adoption Agreement and Plan, respectively.
8.Type of Plan.

This Plan shall be (check one):

(a)☐ An Evergreen Plan under which the Employer establishes and maintains a Participant’s Account, which may have sub-accounts depending on the Employer’s election, on behalf of each Eligible Employee which include, if applicable, but are not limited to a (1) Salary Reduction Contribution Account, (2) Performance-Based Compensation Account, (3) Matching Contribution Account, and (4) Nonelective Employer Contribution Account to which (1) Salary Reduction Contributions, (2) Performance-Based Compensation, (3) Matching Contributions and (4) Nonelective Employer Contributions shall be credited.

(b)☒ A Calendar Year Plan under which the Employer establishes and maintains a Participant’s Account on behalf of each Eligible Employee’s Annual Sub- Account(s) which include, if applicable, but are not limited to a
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(1) Salary Reduction Contribution Account, (2) Performance-Based Compensation

Account, (3) Matching Contribution Account, and (4) Nonelective Employer Contribution Account to which (1) Salary Reduction Contributions, (2) Performance-Based Compensation, (3) Matching Contributions and (4) Nonelective Employer Contributions shall be credited to each respective Annual Sub-Account.

Distribution Election Method (check one if 8(b) above is selected):

(i)☒ Annual Election - A Participant must make a new Distribution Election each Taxable Year for future contributions to the Annual Sub-Account for the next year.

(ii)☐ Carry Forward Election - A Participant’s Distribution Election will remain in place from year to year for future contributions to the Annual Sub-Account until such time as the Participant modifies or cancels the Distribution Election in accordance with the terms of the Plan.


Part III – Compensation
9.Compensation (Articles 2.11 and 2.35 of the Plan).

(a)Compensation shall exclude the item(s) listed below for purposes of determining
(complete, if applicable):

(i)Salary Reduction Contributions:

(1)☐ No exclusions.

(2)☒ Bonus (e.g., Non-Performance Based Compensation).

(3)☐ Compensation ☐ in excess of ☐ at or below Code section 401(a)(17) Compensation.

(4)☒ Commissions.

(5)☒ Overtime Pay.
(6)☐ Performance-Based Compensation (see Section 10.(d) for separate election).
(7)☒ Severance Pay.
(8)☒ Other Performance-Based compensation other than STIP.
(ii)Nonelective Contributions:
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(1)☒ No exclusions.

(2)☐ Bonus.

(3)☐ Compensation ☐ in excess of ☐ at or below Code section 401(a)(17) Compensation.

(4)☐ Commissions.

(5)☐ Overtime Pay.

(6)☐ Performance-Based Compensation.

(7)☐ Severance Pay.

(8)☐ Other     .

Part IV – Elections to Defer Compensation
10.Salary Reduction Contributions (Article 4.1 of the Plan).

(a)Compensation below includes Performance-Based Compensation unless excluded in Compensation or a separate deferral election is permitted in (d) below. A Participant may enter into a Deferral Agreement to make the following (complete, if applicable):

(i)☒ A Salary Reduction Contribution in one (1) percent increments from a minimum of 0% up to a maximum of 40% of Compensation.

(ii)☐ Once a Participant reaches the deferral limit under the 401(k) Plan, a Salary Reduction Contribution in one (1) percent increments from a minimum of     % up to a maximum of     % Compensation.

(iii)☐ A Salary Reduction Contribution up to a maximum deferral of (check one, if applicable):

(1)☐ the Calendar Year Code section 402(g) limit.

(2)☐ an amount that, when combined with the 401(k) deferrals made to the 401(k) Plan, does not exceed the section 402(g) limit.
(3)☐ $    .
(iv)☐ A Salary Reduction Contribution in an amount equal to 0% or 100% of the average deferral percentage nondiscrimination testing refund.
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(v)☐ A Salary Reduction Contribution between 0% - 100% of the average deferral percentage nondiscrimination testing refund.
(vi)☒    For Directors, a Contribution in one (1) percent increments from a minimum of 0% up to a maximum of 100% of board fees.

(b)A Participant may enter into a separate Deferral Agreement to make a bonus election
(complete, if applicable):

(i)☒ Not applicable.

(ii)☐ The bonuses paid by the Employer are included in the definition of Compensation and the Employer permits a Participant to enter into a separate Deferral Agreement to make a Salary Reduction Contribution in one (1) percent increments from a minimum of % up to a maximum of
% of bonuses.

(c)An Employer may allow a Participant’s Deferral Agreement to remain in place from year to year, so long as the Deferral Agreement becomes irrevocable by the end of the Election Period preceding the Taxable Year in which Compensation subject to the Deferral Agreement is earned. The Employer will define each year the designated Election Period. As specified below, a Deferral Agreement will be made (check one, if 10(a) above is applicable):

(i)☒ Each Taxable Year (annual deferral election).
(ii)☐ As of the last day of the Election Period preceding the Plan Year in which Compensation subject to the Deferral Agreement is earned, until such time as the Participant modifies or terminates the automatic Deferral Agreement for future Plan Years by notifying the Plan Administrator (carry forward deferral election).

(d)Performance-Based Compensation Contributions (Article 4.3 of the Plan).

(i)Performance-Based Compensation may be deferred under the Plan in a separate Performance-Based Compensation Deferral Election (complete, if applicable):

(1)☐ Not applicable.

(2)☒ In one (1) percent increments from a minimum of 0% up to a maximum of 100%.

(ii)A Participant must enter into a Deferral Agreement with respect to Performance-Based Compensation Contributions (check one, if 10(d)(i)(2) above is applicable):

(1)☒ During the same Election Period that is applicable for Salary Reduction Contributions.

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(2)☐ By the date that is at least six months before the end of the performance period described in Plan Article 4.3(b).

(iii)An Employer may allow a Participant’s Deferral Agreement with respect to Performance-Based Compensation Contributions to remain in place from year to year, so long as such Deferral Agreement becomes irrevocable by the end of the Election Period preceding the Taxable Year in which Compensation subject to the Deferral Agreement is earned. The Employer will define each year the designated Election Period. As specified below, a Deferral Agreement will be made (check one, if 10(d)(i) above is applicable):


(1)☒ Each Taxable Year (annual deferral election).

(2)☐ As of the last day of the Election Period preceding the Taxable Year in which Compensation subject to the Deferral Agreement is earned, until such time as the Participant modifies or terminates the automatic Deferral Agreement for future Plan Years by notifying the Plan Administrator (carry forward deferral election).

11.Employer Contributions (Article 4.2 of the Plan).
An Employer may elect to make the following types of Employer Contributions (complete, if applicable):
(a)☐ Matching Contributions
(i)☐ No Matching Contributions.
(ii)☒ Matching Contributions will be made on:

(1)☐ Salary Reduction Contributions.

(2)☐ Bonuses (if separate election).

(3)☐ Performance-Based Compensation Contribution.

(4)☒ Any or all of the above as determined by Board Resolution each Plan Year.

(iii)Matching Contributions may be made in the following percentage
(complete if 11(a)(ii) above, is applicable):

(1)☐ Discretionary    Match    as    determined    by    Board Resolution each Plan Year.

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(2)☐ Percentage Match: % of first % of a Participant’s Deferral Compensation (as selected in 11(a)(ii)) for the Plan Year.

(3)☐ The same percentage as the Employer makes as a matching contribution under the 401(k) Plan.

(4)☒ Other:    Discretionary Match as determined by the compensation committee.

(b)☒ Nonelective Employer Contributions

(i)☐ No Nonelective Employer Contributions.

(ii)☒ Nonelective Employer Contributions may be in an amount equal to a
(complete, if applicable):

(1)☐ Fixed Percentage:     % of a Participant’s Compensation.

(2)☐ Flat Dollar Amount: $    .
(3)☐ Discretionary    Amount    as    determined    by    Board Resolution each Plan Year.
(4)☒ Other: Discretionary Amount as determined by the compensation committee.




Part V – Forms and Timing of Distributions – Upon Separation from Service (complete as applicable). If left blank or nothing is selected, ☐ (a) is the default.
(a)☐ Separation from Service election is required and if the Plan allows, a Specified Date election is optional – Participant can make a Separation from Service election in accordance with Part V. and an optional Specified Date election in accordance with Part VI. The distribution is as of the earlier of either events.

(b)☒ Separation from Service and/or Specified Date - Participant can make a Separation from Service election in accordance with Part V. and/or a Specified Date election in accordance with Part
VI. If Participant makes both elections, distribution as of the earlier of Separation from Service or the Specified Date. If only a Specified Date election is made, no distribution following Separation from Service.

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12.Retirement Age (Article 2.43 of the Plan).
The Retirement Age under the Plan shall be (check one):

(a)☐ Age 65.

(b)☒ Age N/A.

13.Required Distribution Age (complete if applicable):

    .

14.Distribution Elections upon Separation from Service (Article 5.3 of the Plan) (check one):

(a)☐ Not permitted. Plan default of Single sum at Separation from Service.

(b)☒ Single distribution election per Participant Account (no separate distribution elections for sub-accounts, e.g., contribution sources):

(c)☐ Multiple distribution elections per Participant (separate distribution elections permitted for sub-accounts, e.g., contribution sources). Check boxes for which there is a separate distribution election permitted:

(i)☐ Salary Reduction Contributions.*
(ii)☐ Performance-Based Compensation.
(iii)☐ Nonelective Employer Contributions.
*Includes all Matching Contributions
15.Forms of Distribution upon Separation from Service
(a)A Participant may elect to have his or her Participant’s Account balance distributed in the following form(s). If no election is made, a single sum payment is the default election (check options to be available if 15(b) or (c) above is selected):

(i)☒ A single sum payment.

(ii)☒ Installment payments over (check all that apply):

(1)☐ 3 years.
(2)☐ 5 years.
(3)☐ 7 years.
(4)☐ 10 years.
(5)☒ A maximum of 10 years.
(6)☐ Other:     .

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(iii)☐ Installment payments over the life expectancy of the Participant.

(b)If a Participant elects any installment payment option above, the Participant must designate that such payments will be made in accordance with the options selected below (select option(s) to be available. Annual is default option if no option selected.):

(i)☐ Monthly.

(ii)☐ Quarterly.

(iii)☐ Semi-annually.

(iv)☒ Annually.

16.Timing of Distributions (check one):

(a)☐ At Separation from Service.
(b)☐      months following Separation from Service.
(c)☐      year(s) following Separation from Service.
(d)☒ Variable year(s) following Separation from Service (enter years below):
1year(s).
2year.
     year.
     year.
17.Processing Schedule for Distributions upon Separation from Service (Articles 5.1A(b) and
5.1B(b) of the Plan).
Distributions shall be made after a distributable event set forth under Articles 5.3 through
5.7 of the Plan occurs, as follows (check one):
(a)☐ Immediately upon the occurrence of such distributable event; provided that such distribution may not be made more than 90 days following the distributable event.

(b)☒ The 1st business day following January 1st immediately following such distributable event.

(c)☐ The 1st business day of the 1st month of the calendar quarter immediately following such distributable event.

(d)☐ As of the 1st business day of the month listed below immediately following such distributable event (can be up to four months):

(e)☐ 1st or 7th month of the calendar year immediately following such distributable event.

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(f)☒ Other – For those participants who elected immediately following separation from service, distribution timing is six months following separation from service. For those participants who elected January following separation from service, distribution timing is January following separation from service. Notwithstanding, distribution timing is the later of six months following separation from service or the January following separation from service.

18.Single Sum Distributions upon Separation from Service (Articles 5.1A(c) and 5.1B(c) of the Plan).

At the time a distributable event set forth under Article 5.3 of the Plan occurs, if a Participant’s Account balance is less than an amount specified below, a Participant has not already attained the minimum Age specified below or Participant separates from service for some other reason, such Account balance shall be distributed to the Participant in a single sum in accordance with the Timing of Distributions and Processing Schedule stated above (complete if applicable):

(a)Minimum Age (check one):

(i)☒ No minimum Age.
(ii)☐ Minimum Age     .
(b)Minimum Account Balance (check one):
(i)☐ No minimum account balance.
(ii)☐ $10,000.
(iii)☒ IRS 402(g) limit in the year of the distribution (must be greater than
$10,000 but not to exceed $100,000).

(c)Separates from Service for some other reason

(i)☒ No other reason to default to a single sum payout.

(ii)☐ Default to lump sum for the following reason:     .

19.Change in the Form, Timing or Processing Schedule of Distribution upon Separation from Service (Article 4.4(b) of the Plan) (check one):

(a)☐ Not permitted.

(b)☒ Permitted.

(i)A Participant may elect to change his or her form, timing or processing schedule under the Plan (check one):

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(1)☐ Permitted only during an Election Period.
(2)☒ Permitted at any time consistent with Code section 409A.

(ii)Maximum number of times a Participant may elect to change either the form or timing of distribution (check one, if applicable):

(1)☒ No limit.
(2)☐ Number of changes:     


Part VI – Forms and Timing of Distributions as of a Specified Time (complete as applicable). If left blank or nothing is selected, ☐ (a) is the default.
(a)☐ Separation from Service election is required and if the Plan allows, a Specified Date election is optional – Participant can make a Separation from Service election in accordance with Part V. and an optional Specified Date election in accordance with Part VI. The distribution is as of the earlier of either events.

(b)☒ Separation from Service and/or Specified Date - Participant can make a Separation from Service election in accordance with Part V. and/or a Specified Date election in accordance with Part
VI. If Participant makes both elections, distribution as of the earlier of Separation from Service or the Specified Date. If only a Specified Date election is made, no distribution following Separation from Service.


20.Form of Distribution as of a Specified Time (Article 5.2 of the Plan).Applies to all contribution sources (select options to be available):

(a)☐ Not permitted.

(b)☒ Lump sum distribution.

(c)☐ Partial distribution up to 100% (must be in whole percentages).

(d)☐ Partial distribution in dollar amounts.

(e)☐ Equal installment payments of entire account. Installment provisions are the same as the Forms of Distribution upon Separation from Service.

(f)☒ Equal installment payments of entire account. Installment payments elected cannot exceed 5 years.

21.Processing Schedule for Distributions as of a Specified Time (Article 5.2(a) of the Plan).
A Participant may designate to receive a distribution as of (select options to be available):
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(a)☒ The 1st business day immediately following January 1st of the year of payout.
(b)☐ The 1st business day of any month during the calendar year.

(c)☐ The 1st business day of any quarter during the calendar year.

(d)☐ The 1st or 7th month of the calendar year.

22.Distribution as of Specified Time Waiting Period. (Article 5.2(c) of the Plan) (complete, if applicable):

No sooner than the January 1st that is 5 year(s) following the year of deferral.

23.Change in Form, Timing or Processing Schedule of Distributions as of a Specified Time (Article 4.4(b) of the Plan) (check one, if applicable):

(a)☐ Not permitted.

(b)☒ Permitted.

(i)A Participant may elect to change his or her Form of Distribution to another Form of Distribution under the Plan (check one):

(1)☐ Permitted only during an Election Period.
(2)☒ Permitted at any time consistent with Code section 409A.
(ii)Maximum number of times a Participant may elect to change either the Form or Timing of distribution (check one, if applicable):
(1)☒ No limit.
(2)☐ Number of changes:     .



Part VII – Forms and Timing of Distributions Upon Other Events
24.Accelerated Payment Exceptions (Article 5.12 of the Plan)

In accordance with the terms of the Plan, an accelerated payment on behalf of an active or terminated participant may be paid under certain circumstances set forth in Article 5.12 of the Plan. Such circumstances are to comply with a domestic relations order, conflicts of interest, cashouts if the annual amount does not exceed certain limits, tax withholding, plan termination and liquidation, cancellation of deferral elections due to disability, unforeseeable emergency or hardship, 409A violation or certain offsets to cover a debt owed to the company not to exceed $5,000 per calendar year. (check one; if not checked, the first box below is the default election):

(a)☒ The plan will provide for the accelerated payment exception.
(b)☐ The plan will not provide for the accelerated payment exception.

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25.Determination and Distribution upon Disability (Articles 2.15 and 5.4 of the Plan).

If a Participant becomes Disabled while employed with the Employer, the unpaid portion of his or her Participant’s Account balance, if any, shall be distributed in a single sum.

A Participant shall be deemed Disabled (check one; if not checked, the first box below is the default definition):

(a)☒ In accordance with a disability insurance program sponsored by the Employer, provided the definition set forth in the program satisfies the requirements of Article 2.15(a) of the Plan.

(b)☐ By the Social Security Administration.

(c)☐ In the Plan Administrator’s sole discretion, subject to the requirements of Article 2.15(a) of the Plan.

26.Distributions upon Death (Article 5.5 of the Plan).

If a Participant dies while employed with the Employer, the unpaid portion of his or her Participant’s Account balance, if any, shall be distributed in a single sum.
27.Withdrawals for an Unforeseeable Emergency (Articles 2.51 and 5.6 of the Plan) (check one):
(a)☐ Not permitted.
(b)☒ Permitted.



28.Distribution upon a Change in Control Event (Article 5.7 of the Plan).

Upon a Change in Control Event, the unpaid portion of a Participant’s Account balance, if any, shall be distributed as follows (check one; if not checked, the first box is the default option):

(a)☒ A single sum upon the occurrence of a Change in Control Event.

(b)☐ No distribution upon a Change in Control Event.

29.Intervening Distributable Events (Article 5.8 of the Plan).

If a Participant has incurred a Separation from Service (whether or not such Participant is currently receiving a distribution form), then in lieu of the foregoing distribution form(s), the remainder of the Participant’s Account balance will be distributed in a single sum upon the occurrence of (select options to be available, if applicable):
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(a)☒ Disability.

(b)☒ Death.

(c)☒ Unforeseeable Emergency. (An amount may not exceed the amount necessary to satisfy such Emergency and the balance of installments will be recalculated.)

(d)☒ A Change in Control Event.

Part VIII – Vesting
30.Salary Reduction Contributions (Article 8.1 of the Plan).

Salary Reduction Contributions and Performance-Based Compensation shall be 100 percent vested immediately.

31.Matching Contributions (Article 8.1 of the Plan).

A Participant shall be 100% vested upon Death, Disability, Retirement Age or Plan Termination. Matching Contributions shall vest in accordance with the following schedule:

(a)☐ Not applicable. No Matching Contributions.

(b)☐ 100 percent vesting immediately.

(c)☐ 3 year cliff:

Percentage    Years of Service
0 percent    0-2
100 percent    3
(d)☐ 5 year cliff:
Percentage    Years of Service
0 percent    0-4
100 percent    5

(e)☐ 6 year graded:
Percentage    Years of Service
0 percent    0-1
20 percent    2
40 percent    3
60 percent    4
80 percent    5
100 percent    6
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(f)☐ 7 year graded:

Percentage    Years of Service
0 percent    0-2
20 percent    3
40 percent    4
60 percent    5
80 percent    6
100 percent    7
(g)☒ Other Same Vesting Schedule per 401(k) Plan – Three Year Graded.
32.Nonelective Employer Contributions (Article 8.1 of the Plan).
A Participant shall be 100% vested upon Death, Disability, Retirement Age or Plan Termination. Nonelective Employer Contributions shall vest in accordance with the following schedule (default to Matching Contribution Vesting Schedule if nothing checked):
(a)☐ Not applicable. No Nonelective Employer Contributions.
(b)☐ 100 percent vesting immediately.

(c)☐ 3 year cliff:

Percentage    Years of Service
0 percent    0-2
100 percent    3
(d)☐ 5 year cliff:
Percentage    Years of Service
0 percent    0-4
100 percent    5

(e)☐ 6 year graded:

Percentage    Years of Service
0 percent    0-1
20 percent    2
40 percent    3
60 percent    4
80 percent    5
100 percent    6

(f)☐ 7 year graded:

Percentage    Years of Service
0 percent    0-2

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20 percent    3
40 percent    4
60 percent    5
80 percent    6
100 percent    7
(g)☒ Other Vesting Schedule per 401(k) Plan – Three Year Graded.
Part IX – Miscellaneous
33.Year of Service is defined as follows:
(a)☐ Not applicable. All contributions are 100% vested.
(b)☐ Not applicable. No Employer contributions.
(c)☒ Year of Service as defined in 401(k) Plan of the Employer.
(d)☐ Other
34.Plan Investments (Article 6 of the Plan) (check one; if not checked, the first box is the default option):
(a)☒ Participants will be permitted to request the investment of the deferred amounts from a menu of investment alternatives made available by the Employer.
(b)☐ Participants will not be permitted to request the investment of the deferred amounts from a menu of investment alternatives made available by the Employer.
(c)☐ Participants will be permitted to make a phantom investment election of the deferred amounts from a menu of investment alternatives made available by the Employer.
(d)☐ The Plan will provide a notional investment rate and Plan assets are not specifically set aside from Employer’s general assets.
35.Addendum Items:
The provisions for Plan Years prior to the effective date of this restatement will remain in effect. This restatement is only for Plan Years 2023 and later.
36.State Law (Article 10.7 of the Plan).
This Plan shall be construed under the laws of the State of Delaware.
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Account Number: NQ98474


Execution
By executing this Adoption Agreement, the undersigned sponsoring Employer hereby adopts the Plan. The selections and specifications contained in this Adoption Agreement and the terms, provisions and conditions provided in the Transamerica Retirement Solutions, LLC Specimen Nonqualified Deferred Compensation Plan Document constitute the Plan. No other plan document may be used with this Adoption Agreement.

The sponsoring Employer further understands and acknowledges that:
•Transamerica Retirement Solutions, LLC is not a Party to the Plan and shall not be responsible for any tax or legal aspects of their Plan. The sponsoring Employer assumes responsibility for these matters.
•The sponsoring Employer has counseled, to the extent necessary, with its own selected legal and tax advisors.
•The obligations of Transamerica Retirement Solutions, LLC shall be governed solely by the provisions of TRS's contracts and policies; there is no requirement that Transamerica Retirement Solutions, LLC look into any action taken by the Plan Administrator or the Employer, and Transamerica Retirement Solutions, LLC and its affiliates shall be fully protected in taking, permitting or omitting any action on the basis of the actions of the Plan Administrator or Employer.
•Transamerica Retirement Solutions, LLC shall incur no liability for carrying out actions as directed by the Employer or Plan Administrator.
•Transamerica Retirement Solutions, LLC shall be under no obligation to update this Adoption Agreement or the Transamerica Retirement Solutions, LLC Nonqualified Deferred Compensation Plan Document for any subsequent changes in applicable law.

IN WITNESS WHEREOF, the Sponsoring Employer has caused this Adoption Agreement to be executed by a duly authorized representative this October day of 28, 2022.



Attest:/s/ Amy Miraglia
 InterDigital, Inc.
 
By:/s/ Amy Miraglia
Title:Interim Chief Human Resource Officer
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Account Number: NQ98474