Qualcomm 2012 Annual Report Download - page 134

date, plus, if the termination occurs after the first vesting date of this Option, (II) the number of Options (rounded up to
the next full share) calculated by multiplying the number of Options that would have vested on the next semi-annual
vesting date by a fraction, the numerator of which is the number of full months (rounded up) that are credited as Service
for vesting purposes since the last vesting date, and the denominator of which is six, and (B) this Option, to the extent
unexercised and vested on the date on which your Service terminated, may be exercised by you (or your guardian or
legal representative) at any time prior to the expiration of six (6) months after the date on which your Service terminated,
but in any event no later than the Option Expiration Date. All other unvested Options shall be forfeited as of your
termination date. Notwithstanding the foregoing, if the Company determines that the provisions or operation of this
subsection (iv) would cause the Company to incur a compensation expense other than that which is known by the
Company as of the Date of Grant, then this subsection (iv) shall be without force or effect, and the vesting and
exercisability of each outstanding Option and any shares acquired upon the exercise thereof shall be determined under
any other applicable provision of the Plan, the Grant Notice or this Agreement.
(v) Termination upon Transfer to Non-Control Affiliate
. If at the request of the
Company, you transfer Service to a Non-Control Affiliate and your Service terminates as a result, then, subject to your
execution of a general release of claims form reasonably satisfactory to the Company, this Option, to the extent
unexercised and vested on the date on which your Service terminates, may be exercised by you (or your guardian or
legal representative) at any time prior to the expiration of twelve (12) months after the date on which your Service
terminated, but in any event no later than the Option Expiration Date. Options that have not vested as of the date on
which your Service terminates will be forfeited as of your termination date.
(vi) Termination After Change in Control .
If your Service with the Company or
any Participating Company terminates as a result of Termination After Change in Control (as defined below), then the
vesting of this Option shall be accelerated effective as of the date on which the your Service terminates, and this Option,
to the extent unexercised, may be exercised by you (or your guardian or legal representative) at any time prior to the
expiration of six (6) months after the date on which your Service terminates, but in any event no later than the Option
Expiration Date.
(vii) Other Termination of Service . Except as otherwise provided in Section 2.5
(a)(i) through (vi), if your Service with the Company or any Participating Company terminates for any reason then to the
extent unexercised and vested on the date on which your Service terminates, this Option may be exercised by you at any
time prior to the expiration of thirty (30) days after the date on which your Service terminates, but in any event no later
than the Option Expiration Date. Options that have not vested as of the date on which your Service terminates will be
forfeited as of your termination date.
(b) Extension if Exercise Prevented by Law . Notwithstanding the foregoing, other than
termination for Cause, if the exercise of this Option within the applicable time periods set forth in Section 2.5(a) is
prevented by the provisions of the Plan, this Option shall remain exercisable until three (3) months after the date you are
notified by the Company that this Option is exercisable, but in any event no later than the Option Expiration Date.
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