Qualcomm 2012 Annual Report Download - page 163

(c) Termination After Change in Control. If your Service terminates as a result of
Termination After Change in Control (as defined below), then the vesting of your Restricted Stock Units shall be
accelerated in full effective as of the date on which your Service terminates. For this purpose, “ Termination After
Change in Control ” shall mean either of the following events occurring within twenty-four (24) months after a Change
in Control (as defined in the Plan):
(i) termination by the Participating Company Group of your Service with the
Participating Company Group for any reason other than for Cause (as defined below); or
(ii) your resignation for Good Reason (as defined below) from all capacities in
which you are then rendering Service to the Participating Company Group within a reasonable period of time following
the event constituting Good Reason.
Notwithstanding any provision herein to the contrary, Termination After Change in Control shall not include any
termination of your Service with the Participating Company Group which (A) is for Cause; (B) is a result of your death
or Disability; (C) is a result of your voluntary termination of Service other than for Good Reason; or (D) occurs prior to
the effectiveness of a Change in Control.
For purposes of this Section 1.2:
“ Cause ”
shall mean any of the following: (i) your theft, dishonesty, or falsification of any
Participating Company documents or records; (ii) your improper use or disclosure of a Participating Company's
confidential or proprietary information; (iii) any action by you which has a detrimental effect on a Participating
Company's reputation or business; (iv) your failure or inability to perform any reasonable assigned duties after written
notice from a Participating Company of, and a reasonable opportunity to cure, such failure or inability; (v) any material
breach by you of any employment or service agreement between you and a Participating Company, which breach is not
cured pursuant to the terms of such agreement; (vi) your conviction (including any plea of guilty or nolo contendere ) of
any criminal act which impairs your ability to perform your duties with a Participating Company; or (vii) violation of a
material Company policy.
“ Good Reason ” shall mean any one or more of the following:
(i) without your express written consent, the assignment to you of any duties, or
any limitation of your responsibilities, substantially inconsistent with your positions, duties, responsibilities and status
with the Participating Company Group immediately prior to the date of the Change in Control;
(ii) without your express written consent, the relocation of the principal place of
your employment or service to a location that is more than fifty (50) miles from your principal place of employment or
service immediately prior to the date of the Change
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