Qualcomm 2012 Annual Report Download - page 138

Notwithstanding the foregoing, shares acquired upon exercise of this Option prior to the Change in Control and any
consideration received pursuant to the Change in Control with respect to such shares shall continue to be subject to all
applicable provisions of this Agreement except as otherwise provided in this Agreement. Furthermore, notwithstanding
the foregoing, if the corporation the stock of which is subject to this Option immediately prior to an Ownership Change
Event constituting a Change in Control is the surviving or continuing corporation and immediately after such Ownership
Change Event less than fifty percent (50%) of the total combined voting power of its voting stock is held by another
corporation or by other corporations that are members of an affiliated group within the meaning of Section 1504(a) of
the Code without regard to the provisions of Section 1504(b) of the Code, this Option shall not terminate unless the
Committee otherwise provides in its discretion.
7. Transferability . An Incentive Stock Option shall not be transferable except by will or by the laws of
descent and distribution, and shall be exercisable during the lifetime of the person to whom the Incentive Stock Option is
granted only by such person. A vested Nonstatutory Stock Option shall not be transferable in any manner (including
without limitation, sale, alienation, anticipation, pledge, encumbrance, or assignment) other than, (a) by will or by the
laws of descent and distribution, (b) by written designation of a beneficiary, in a form acceptable to the Company, with
such designation taking effect upon your death, provided, however, that if you are employed outside the United States,
you are not permitted to designate a beneficiary under this Agreement, (c) by delivering written notice to the Company,
in a form acceptable to the Company (including such representations, warranties and indemnifications as the Company
shall require you to make to protect the Company's interests and ensure that this Nonstatutory Stock Option has been
transferred under the circumstances approved by the Company), by gift to your spouse, former spouse, children,
stepchildren, grandchildren, parent, stepparent, grandparent, sibling, niece, nephew, mother-in-law, father-in-law, son-
in-law, daughter-in-law, brother-in-law, or sister-in-law, persons having one of the foregoing types of relationship with
you due to adoption, any person sharing your household (other than a tenant or employee), a foundation in which these
persons or you control the management of assets, and any other entity in which these persons (or you) own more than
fifty percent of the voting interests. A transfer to an entity in which more than fifty percent (50%) of the voting interests
are owned by these persons (or you) in exchange for an interest in that entity is specifically included as a permissible
type of transfer. In addition, a transfer to a trust created solely for the benefit (i.e., you and/or any or all of the foregoing
persons hold more than fifty percent (50%) of the beneficial interest in the trust) of you and/or any or all of the foregoing
persons is also a permissible transferee, or (d) such other transferees as may be authorized by the Committee in its sole
and absolute discretion. During your life this Nonstatutory Stock Option is exercisable only by you or a transferee
satisfying the above conditions. Except in the event of your death, upon transfer of a Nonstatutory Stock Option to any
or all of the foregoing persons, you, as the optionee, are liable for any and all taxes due upon exercise of those
transferred Nonstatutory Stock Options. At no time will a transferee who is considered an affiliate under Rule 144(a)(1)
be able to sell any or all such Stock without complying with Rule 144. The right of a transferee to exercise the
transferred portion of this Nonstatutory Stock Option shall terminate in accordance with your right of exercise under this
Nonstatutory Stock Option and is further subject to such representations, warranties and indemnifications from the
transferee that the Company requires the transferee to make to protect the Company's interests and ensure that this
Nonstatutory Stock Option has been transferred under the circumstances approved by the Company. Once a portion
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