Qualcomm 2012 Annual Report Download - page 106

2.27 “ Employer ” means the Company and any other Affiliate of the Company that has adopted the Plan.
2.28 “ Fair Market Value ” shall have the same meaning given such term in the LTIP.
2.29 “Good Reason” means any one or more of the following: (i) without the Participant's express written
consent, the assignment of any duties, or any limitation of responsibilities, substantially inconsistent with the
Participant's positions, duties, responsibilities and status with the Company immediately prior to the date of a Change in
Control; (ii) without the Participant's express written consent, the relocation of his or her principal place of employment
or service to a location that is more than fifty (50) miles from the principal place of employment or service immediately
prior to the date of a Change in Control, or the imposition of travel requirements substantially more demanding than
those existing immediately prior to the date of a Change in Control; (iii) any failure by the Company to pay, or any
material reduction by the Company of, (A) base salary in effect immediately prior to the date of a Change in Control
(unless reductions comparable in amount and duration are concurrently made for all other employees of the Company
with comparable responsibilities, organizational level and title, or (B) bonus compensation, if any, in effect immediately
prior to the date of a Change in Control (subject to applicable performance requirements with respect to the actual
amount of bonus compensation earned); any failure by the Company to (A) continue to provide the Participant with the
opportunity to participate, on terms no less favorable than those in effect for the benefit of any employee or service
provider group which customarily includes a person holding the employment or service provider position or a
comparable position with the Company then held by the Participant, in any benefit or compensation plans and programs,
including, but not limited to, the Company's life, disability, health, dental, medical, savings, profit sharing, stock
purchase and retirement plans, if any, in which the Participant was participating immediately prior to the date of the
Change in Control, or their equivalent, or (B) provide the Participant with all other fringe benefits (or their equivalent)
from time to time in effect for the benefit of any employee group which customarily includes a person holding the
employment or service provider position or a comparable position with the Company then held by the Participant; any
breach by the Company of any material agreement between the Participant and the Company concerning the
Participant's employment; or any failure by the Company to obtain the assumption of any material agreement between
the Participant and the Company concerning the Participant's employment by a successor or assign of the Company.
2.30 “In-Service Distribution Date”
means the date prior to a Separation from Service on which the
distribution of a Participant's Deferral Subaccount(s) is made or commences pursuant to an Election made under Article
9 of the Plan.
2.31 “Investment Return”
means the investment return or loss determined in accordance with Article 6 of the
Plan, which shall be credited to Participants' applicable Subaccounts pursuant to the terms of the Plan.
2.32 “LTIP” shall mean the QUALCOMM Incorporated 2006 Long-
Term Incentive Plan, as amended, or any
successor thereto.
2.33 “Matching Contributions” means the Company's matching contributions to the
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