Qualcomm 2012 Annual Report Download - page 166

Finally, you shall pay to the Company 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 means previously described. The Company shall not be required to issue or deliver the shares of Stock or
the proceeds of the sale of shares of Stock if you fail to comply with your obligations in connection with the Tax-
Related
Items.
4. Tax Advice. You acknowledge that you may be subject to U.S. federal, state, local and/or non-U.S.
income tax and social insurance obligations arising from this Restricted Stock Unit Award. You represent, warrant and
acknowledge that the Company has made no warranties or representations to you with respect to the income tax or social
insurance consequences of the transactions contemplated by this Agreement, and you are in no manner relying on the
Company or its representatives for an assessment of such tax consequences. YOU UNDERSTAND THAT THE TAX
AND SOCIAL INSURANCE LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. YOU SHOULD
CONSULT YOUR OWN TAX ADVISOR REGARDING THE TAX AND SOCIAL INSURANCE TREATMENT OF
ANY RESTRICTED STOCK UNITS. NOTHING STATED HEREIN IS INTENDED OR WRITTEN TO BE USED,
AND CANNOT BE USED, FOR THE PURPOSE OF AVOIDING TAXPAYER PENALTIES.
5. Dividend Equivalents. If the Board declares a cash dividend on the Company's Stock, you will be
entitled to Dividend Equivalents on the dividend payment date established by the Company equal to the cash dividends
payable on the same number of shares of Stock as the number of unvested Restricted Stock Units subject to this
Restricted Stock Unit Award on the dividend record date established by the Company. Any such Dividend Equivalents
will be in the form of additional Restricted Stock Units, will be subject to the same terms and vesting dates as the
underlying Restricted Stock Units, and will be paid at the same time and in the same manner as the underlying Restricted
Stock Units originally subject to this Restricted Stock Unit Award, except that any fractional shares attributable to
Dividend Equivalents will be paid in cash within thirty (30) days following the date of payment of the underlying
Restricted Stock Unit based on the Fair Market Value on the date of payment of the underlying Restricted Stock Unit
(where Fair Market Value shall be as specified in Section 3, above, unless you are resident in a country requiring the use
of a specific share valuation methodology for tax purposes, in which case Fair Market Value shall mean the value of a
share of Stock calculated in accordance with such methodology). The number of additional Restricted Stock Units
credited as Dividend Equivalents on the dividend payment date will be determined by dividing (1) the product of (a) the
number of your unvested Restricted Stock Units as of the corresponding dividend record date (including any unvested
Restricted Stock Units previously credited as a result of prior payments of Dividend Equivalents) and (b) the per-share
cash dividend paid on the dividend payment date, by (2) the per-share Fair Market Value (as specified in Section 3
above) of Stock on the dividend payment date.
6. Securities Law Compliance. Notwithstanding anything to the contrary contained herein, no shares of
Stock will be issued to you upon vesting or payment of this Restricted Stock Unit Award unless the Stock is then
registered under the U.S. Securities Act or, if such Stock is not then so registered, the Company has determined that such
vesting and
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