Qualcomm 2012 Annual Report Download - page 104

entitled to receive any distributions from the Plan payable upon the death of the Participant.
2.7 “Benefit(s)” means the total of the vested amount(s) credited to a Participant's Account.
2.8 “ Board of Directors ” or “Board” means the Company's Board of Directors.
2.9 “Bonus”
means the annual cash incentive bonus normally paid to an Eligible Employee after the end of
the fiscal year or such other amounts payable under the bonus policies maintained by the Employer determined without
regard to any Bonus Deferral.
2.10 “Bonus Deferral”
means the percentage of a Participant's Bonus which the Participant defers pursuant to
Section 4.2 of the Plan.
2.11 “Cause”
means any of the following: (i) theft, dishonesty, or falsification of any Company documents or
records; (ii) improper use or disclosure of the Company's confidential or proprietary information; (iii) any action which
has a detrimental effect on the Company's reputation or business; (iv) failure or inability to perform any reasonable
assigned duties after written notice from the Company of, and a reasonable opportunity to cure, such failure or inability;
(v) any material breach of any employment or service agreement between the Participant and the Company, which
breach is not cured pursuant to the terms of such agreement; (vi) conviction (including any plea of guilty or nolo
contendere) of any criminal act which impairs the Participant's ability to perform his or her duties; or (vii) violation of a
material Company policy.
2.12 “Change in Control”
means an Ownership Change Event or a series of related Ownership Change
Events, as defined below (collectively, a “Transaction”),
wherein the stockholders of the Company immediately before
the Transaction do not retain immediately after the Transaction, in substantially the same proportions as their ownership
of shares of the Company's voting stock immediately before the Transaction, direct or indirect beneficial ownership of
more than fifty percent (50%) of the total combined voting power of the outstanding voting securities of the Company
or, in the case of a Transaction described in clause (iii) below, the corporation or other business entity to which the
assets of the company were transferred (the “Transferee”),
as the case may be. The Board shall determine in its
discretion whether multiple sales or exchanges of the voting securities of the Company or multiple Ownership Change
Events are related. Notwithstanding the preceding sentence, a Change in Control shall not include a Spinoff Transaction,
as defined in Section 2.1 of the LTIP. For purposes of the foregoing, an “Ownership Change Event”
shall be deemed to
have occurred if any of the following occurs with respect to the company: (i) the direct or indirect sale or exchange in a
single or series of related transactions by the stockholders of the Company of more than fifty percent (50%) of the voting
stock of the Company; (ii) a merger or consolidation in which the Company is a party; (iii) the sale, exchange or transfer
of all or substantially all, as determined by the Board in its discretion, of the assets of the Company; or (iv) a liquidation
or dissolution of the Company.
2.13 “Code” means the Internal Revenue Code of 1986, as amended.
2.14 “Committee” means the Executive Retirement Contribution Plan Committee
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