Qualcomm 2012 Annual Report Download - page 167

issuance would be exempt from the registration requirements of the U.S. Securities Act. By accepting this Restricted
Stock Unit Award, you agree not to sell any of the shares of Stock received under this Restricted Stock Unit Award at a
time when applicable laws or Company policies prohibit a sale.
7. Transferability. Prior to the issuance of shares of Stock in payment of all Restricted Stock Units, your
Restricted Stock Units shall not be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment,
pledge, encumbrance, or garnishment by your creditors or by your beneficiary, except (a) transfer by will or by the laws
of descent and distribution or (b) transfer 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. All rights with respect to your Restricted
Stock Units shall be exercisable during your lifetime only by you or your guardian or legal representative. Prior to actual
payment of any Restricted Stock Units, such Restricted Stock Units will represent an unsecured obligation of the
Company, payable (if at all) only from the general assets of the Company.
8. Restricted Stock Unit Award Not a Service Contract. This Restricted Stock Unit Award is not an
employment or service contract and nothing in this Agreement, the Grant Notice or the Plan shall be deemed to create in
any way whatsoever any obligation on your part to continue in the Service of a Participating Company, or of a
Participating Company to continue your Service with the Participating Company. In addition, nothing in this Restricted
Stock Unit Award shall obligate the Company, its stockholders, Board, Officers or Employees to continue any
relationship which you might have as an Employee or otherwise.
9. Restrictive Legend. Stock issued pursuant to the vesting and/or payment of your Restricted Stock
Units may be subject to such restrictions upon the sale, pledge or other transfer of the Stock as the Company and the
Company's counsel deem necessary under applicable law or pursuant to this Agreement.
10. Representations, Warranties, Covenants, and Acknowledgments. You hereby agree that in the
event the Company and the Company's counsel deem it necessary or advisable in the exercise of their discretion, the
transfer or issuance of the shares of Stock issued pursuant to your Restricted Stock Units may be conditioned upon you
making certain representations, warranties, and acknowledgments relating to compliance with applicable securities laws.
11. Voting and Other Rights.
You shall not have any voting rights or any other rights and privileges of a
shareholder of the Company unless and until shares of Stock are issued upon payment of your Restricted Stock Units.
12. Code Section 409A. For U.S. taxpayers, it is the intent that the payment of Restricted Stock Units as
set forth in this Agreement shall qualify for exemption from or comply with the requirements of Section 409A of the
Code, and any ambiguities herein will be interpreted to so qualify or comply. Notwithstanding the foregoing, if it is
determined that the Restricted Stock Units fail to satisfy the requirements of the “short-term deferral” exemption and
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