Qualcomm 2012 Annual Report Download - page 190

by the Company under Section 2.2 shall be prorated as follows. The Company shall issue to your estate, personal
representative, or beneficiary to whom the Performance Stock Units may be transferred by will or by the laws of
descent and distribution, within 30 days after the end of the Performance Period during which your death occurs,
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 death occurs plus (ii) the Target Shares
for the Performance Period during which your death occurs plus (iii) the Target Shares for any and all subsequent
Performance Periods specified in the Grant Notice.
(c) Normal Retirement Age. If your Service with the Employer terminates at or after Normal
Retirement Age, the vesting of your Performance Stock Units shall be accelerated in full effective as of the date
on which your Service terminates, 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 at or after Normal Retirement Age, 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 at or after Normal
Retirement Age plus (ii) the Shares Earned for the Performance Period during which your Service terminates
multiplied by a fraction the numerator of which is the number of whole and partial months (rounded up) from the
beginning of the Performance Period until the date your Service terminates, and the denominator of which is the
number of months in the Performance Period.
(d) Termination After Change in Control. If your Service with the Employer terminates as a
result of Termination After Change in Control (as defined below), the vesting of any Performance Stock Units
that remained outstanding after the Change in Control shall be accelerated in full effective as of the date on
which your Service terminates, 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, 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 plus (ii) the Shares Earned for the Performance Period
during which your Service terminates multiplied by a fraction the numerator of which is the number of whole and
partial months (rounded up) from the beginning of the Performance Period until the date your Service terminates,
and the denominator of which is the number of months in the Performance Period.
(e) Certain Definitions.
(i) “ Cause ” shall mean any of the following: (1) your theft of, dishonesty with respect to,
or falsification of any Participating Company documents or records; (2) your improper use or disclosure
of a Participating Company's confidential or proprietary information; (3) any action by you which has a
detrimental effect on a Participating Company's reputation or business;
4