Qualcomm 2012 Annual Report Download - page 195

to the vesting of the Performance 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. Subject to the terms of this Agreement, 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 the Performance Stock Units.
12. Code Section 409A. It is the intent that the vesting or the payment of the Performance Stock Units as
set forth in this Agreement shall qualify for exemption from the requirements of Section 409A of the Code, and any
ambiguities herein will be interpreted to so comply. The Company reserves the right, to the extent the Company deems
necessary or advisable in its sole discretion, to unilaterally amend or modify this Agreement as may be necessary to
ensure that all vesting or payments provided for under this Agreement are made in a manner that qualifies for exemption
from Section 409A of the Code; provided, however, that the Company makes no representation that the vesting or
payments of Performance Stock Units provided for under this Agreement will be exempt from Section 409A of the Code
and makes no undertaking to preclude Section 409A of the Code from applying to the vesting or payments of
Performance Stock Units provided for under this Agreement.
13. Notices. Any notices provided for in this Agreement, the Grant Notice or the Plan shall be given in
writing and shall be deemed effectively given upon receipt or, in the case of notices delivered by the Company to you,
five (5) days after deposit in the United States mail, postage prepaid, addressed to you at the last address you provided to
the Company.
14. Applicable Law. This Agreement shall be governed by the laws of the State of California as if the
Agreement were between California residents and as if it were entered into and to be performed entirely within the State
of California.
15. Arbitration. Any dispute or claim concerning any Performance Stock Units granted (or not granted)
pursuant to the Plan and any other disputes or claims relating to or arising out of the Plan shall be fully, finally and
exclusively resolved by binding arbitration conducted by the American Arbitration Association pursuant to the
commercial arbitration rules in San Diego, California. By accepting this Performance Stock Unit Award, you and the
Company waive your respective rights to have any such disputes or claims tried by a judge or jury.
16. Amendment. Your Performance Stock Unit Award may be amended as provided in the Plan at any
time, provided no such amendment may adversely affect this Performance Stock Unit Award without your consent
unless such amendment is necessary to comply with any applicable law or government regulation, or is contemplated in
Section 12 hereof. No amendment or addition to this Agreement shall be effective unless in writing or in such electronic
form as may be designated by the Company.
17. Governing Plan Document. Your Performance Stock Unit Award is subject to this Agreement, the
Grant Notice and all the provisions of the Plan, the provisions of which are hereby made a part of this Agreement, and is
further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated
and adopted pursuant to the
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