Qualcomm 2012 Annual Report Download - page 187

FORM OF
QUALCOMM Incorporated
2006 Long-Term Incentive Plan
Employee Performance Stock Unit Agreement
Pursuant to the Grant Notice and this Employee Performance Stock Unit Agreement (the “ Agreement ”),
QUALCOMM Incorporated (the “ Company ”) has granted you a Performance Stock Unit Award with respect to the
number of shares of the Company's common stock (“ Stock ”) indicated in the Grant Notice. Capitalized terms not
explicitly defined in this Agreement but defined in the QUALCOMM Incorporated 2006 Long-Term Incentive Plan (the
“ Plan ”) shall have the same definitions as in the Plan.
The details of this Performance Stock Unit Award are as follows:
1. Service and Vesting.
1.1 Service. As provided in the Plan and notwithstanding any other provision of this Agreement,
the Company reserves the right, in its sole discretion, to determine when your Service has terminated, including in the
event of any leave of absence or part-time Service.
1.2 Vesting. Except as otherwise provided in the Plan or this Agreement, this Performance Stock
Unit Award will vest on the date provided in the Grant Notice (the “ Vesting Date ”). Notwithstanding any other
provision of the Plan or this Agreement, the Company reserves the right, in its sole discretion, to suspend vesting of this
Performance Stock Unit Award in the event of any leave of absence or part-time Service.
2. Settlement of the Performance Stock Units.
2.1 Form and Timing of Payment. Subject to the other terms of the Plan and this Agreement,
any Performance Stock Units that vest and become nonforfeitable in accordance with the Grant Notice will be paid to
you in whole shares of Stock, in the amount specified in Section 2.2, no later than 30 days after the Vesting Date. Unless
and until the Performance Stock Units vest on the applicable Vesting Date, you will have no right to payment of any
such Performance Stock Units.
2.2 Amount of Payment. Subject to modification under Section 2.4, the number of shares of
Stock that shall be issued to you by the Company on the date specified in Section 2.1 is the sum of the Shares Earned for
each Performance Period. The “ Shares Earned ” for each Performance Period is equal to the amount determined by
multiplying the Target Shares for the Performance Period by the Applicable Percentage, rounding up to the nearest
whole share. The “ Target Shares ” for each Performance Period is equal to the amount determined by multiplying 25%
of the Number of Performance Stock Units specified in the Grant Notice. For purposes of this Section 2.2, the following
additional definitions apply: