Qualcomm 2012 Annual Report Download - page 206

as your Service has not terminated prior to the date of the Change in Control, shall be accelerated, effective as of the date
ten (10) days prior to the date of the Change in Control, and the number of shares of Stock that shall be issued to you by
the Company under Section 2.2 shall be determined and paid as follows. The Company shall issue to you, within 30 days
after the Change in Control, the number of shares (rounded up to the nearest whole Share) equal to the sum of (a) the
Shares Earned for each Performance Period prior to the Performance Period during which the Change in Control occurs
plus (b) the Shares Earned for each subsequent Performance Period as if the Applicable Percentage were 100% and the
last day of each Performance Period were the last business day before the date of the Change in Control.
6.2 Vesting Contingent Upon Consummation. The vesting of any Performance Stock Units and
any shares of Stock acquired upon the settlement thereof that was permissible solely by reason of this Section 6 shall be
conditioned upon the consummation of the Change in Control.
6.3 Applicability of Agreement. Notwithstanding the foregoing, shares of Stock acquired upon
settlement of this Performance Stock Unit Award prior to the Change in Control and any consideration received pursuant
to the Change in Control with respect to such shares shall continue to be subject to all applicable provisions of this
Agreement except as otherwise provided in this Agreement.
6.4 Continuation of Award.
Notwithstanding the foregoing, if the corporation the stock of which
is subject to this Performance Stock Unit Award immediately prior to an Ownership Change Event constituting a
Change in Control is the surviving or continuing corporation and immediately after such Ownership Change Event, less
than fifty percent (50%) of the total combined voting power of its voting stock is held by another corporation or by other
corporations that are members of an affiliated group within the meaning of Section 1504(a) of the Internal Revenue
Code of 1986, as amended (the “ Code ”), without regard to the provisions of Section 1504(b) of the Code, this
Performance Stock Unit Award shall not terminate unless the Committee otherwise provides in its discretion.
7. Transferability. Prior to the issuance of shares of Stock in settlement of a Performance Stock Unit
Award, the Award 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 (i) transfer by will or by the laws
of descent and distribution or (ii) transfer by written designation of a beneficiary, in a form acceptable to the Company,
with such designation taking effect upon your death. All rights with respect to the Performance Stock Units shall be
exercisable during your lifetime only by you or your guardian or legal representative. Prior to actual payment of any
vested Performance Stock Units, such Performance Stock Units will represent an unsecured obligation of the Company,
payable (if at all) only from the general assets of the Company.
8. Performance Stock Units Not a Service Contract. This Performance 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 your
Performance Stock
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