Qualcomm 2012 Annual Report Download - page 132

not be available in every country. The Company may suspend, or eliminate, various forms of permissible payment from
time to time in its sole discretion.
2.3 Tax Withholding . Regardless of any action the Company or the Participating Company that
employs you (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on
account or other tax-related items related to your participation in the Plan and legally applicable to you (“Tax-Related
Items”), you acknowledge that the ultimate liability for all Tax-
Related Items is and remains your responsibility and may
exceed the amount actually withheld by the Company or the Employer. You further acknowledge that the Company
and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in
connection with any aspect of this Option, including, but not limited to, the grant, vesting or exercise of this Option, the
issuance of shares of Stock upon exercise of this Option, the subsequent sale of shares of Stock acquired pursuant to
such issuance and the receipt of any dividends; and (2) do not commit to and are under no obligation to structure the
terms of the grant or any aspect of this Option to reduce or eliminate your liability for Tax-Related Items or achieve any
particular tax result. Further, if you have become subject to tax in more than one jurisdiction between the Date of Grant
(as specified in the Grant Notice) and the date of any relevant taxable event, you acknowledge that the Company and/or
the Employer (or former employer, as applicable) may be required to withhold or account for Tax-
Related Items in more
than one jurisdiction.
Prior to the relevant tax withholding event, you agree to make adequate arrangements satisfactory to the
Company and/or the Employer to satisfy all Tax-Related Items. In this regard, you authorize the Company and/or the
Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-
Related Items by
withholding from proceeds of the sale of shares of Stock acquired upon exercise of this Option, either through a
voluntary sale or through a mandatory sale arranged by the Company (on your behalf and pursuant to your authorization
by your acceptance of this Option), unless the use of such withholding method is problematic under applicable tax or
securities law or has materially adverse accounting consequences, in which case, you agree that the obligation for Tax-
Related Items may be satisfied by withholding in shares of Stock to be issued upon exercise of this Option. If the
obligation for Tax-
Related Items is satisfied by withholding in shares of Stock, for tax purposes, you are deemed to have
been issued the full number of shares of Stock subject to the exercised Option, notwithstanding that a number of the
shares of Stock are held back solely for the purpose of paying the Tax-
Related Items due as a result of any aspect of your
participation in the Plan. The Fair Market Value of any share of Stock withheld pursuant to this Section 2.3 shall be
equal to the closing price of a share of Stock as quoted on any national or regional securities exchange or market system
constituting the primary market for the Stock on the day on which tax withholding is required (or, if there is no closing
price on that day, the last trading day prior to that day) or, if the Stock is not listed on a national or regional securities
exchange or market system, the value of a share of Stock as determined by the Committee in good faith without regard
to any restriction other than a restriction which, by its terms, will never lapse.
Finally, you shall pay to the Company or the Employer, including through withholding from your wages or other
cash compensation paid to you by the Company and/or the Employer, any amount of Tax-Related Items that the
Company or the Employer may be required to withhold or account for as a result of your participation in the Plan that
cannot be satisfied by the
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