Qualcomm 2012 Annual Report Download - page 189

(g) “ TSR Variance ” means the percentage (rounded up to the next integer) determined by
dividing the Company TSR by the NASDAQ-100 TSR.
2.3 Tax Withholding.
You acknowledge that the Company and/or the Participating Company that
employs you (the “ Employer ”) may be subject to withholding tax obligations arising by reason of the vesting and/or
payment of this Performance Stock Unit Award. You authorize your Employer to satisfy the withholding tax obligations
by one or a combination of the following methods, as selected by the Company in its sole discretion: (a) withholding
from your pay and any other amounts payable to you; (b) withholding of Stock and/or cash from the payment of the
Performance Stock Units; (c) arranging for the sale of shares of Stock payable in connection with the Performance Stock
Units (on your behalf and at your direction which you authorize by accepting this Performance Stock Unit Award); or
(d) any other method allowed by the Plan or applicable law. If your Employer satisfies the withholding obligations by
withholding a number of whole shares of Stock as described in subsection (b) herein, you will be deemed to have been
issued the full number of shares of Stock subject to this Performance Stock Unit Award, notwithstanding that a number
of shares is held back in order to satisfy the withholding obligations. The “ Fair Market Value ” of any Stock withheld
pursuant to this Section 2.3 shall be equal to the closing price of a share of Stock as quoted on any national or regional
securities exchange or market system constituting the primary market for the Stock on the date of determination (or, if
there is no closing price on that day, the last trading day prior to that day) or, if the Stock is not listed on a national or
regional securities exchange or market system, the value of a share of Stock as determined by the Committee in good
faith without regard to any restriction other than a restriction which, by its terms, will never lapse. The Company shall
not be required to issue any shares of Stock pursuant to this Agreement unless and until the withholding obligations are
satisfied.
2.4 Effect of Termination of Service. Except as otherwise expressly set forth in this Section 2.4,
in the event of the termination of your Service for any reason, whether voluntary or involuntary, all unvested
Performance Stock Units shall be immediately forfeited without consideration.
(a) Disability. If your Service with the Employer terminates because of your Disability, the
vesting of your Performance Stock Units shall be accelerated in full effective as of the date on which your
Service terminates due to your Disability, but the number of shares of Stock that shall be issued to you by the
Company under Section 2.2 shall be prorated and paid as follows. The Company shall issue to you, within 30
days after the end of the Performance Period during which your Service terminates due to your Disability, the
number of shares (rounded up to the nearest whole Share) equal to the sum of (i) the Shares Earned for each
Performance Period prior to the Performance Period during which your Service terminates due to your Disability
plus (ii) the Target Shares for the Performance Period during which your Service terminates plus (iii) the Target
Shares for any and all subsequent Performance Periods specified in the Grant Notice.
(b) Death. If your Service with the Employer terminates because of your death or because of your
Disability and such termination is subsequently followed by your death, the vesting of the Performance Stock
Units shall be accelerated in full effective upon your death, but the number of shares of Stock that shall be issued
to you
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