Qualcomm 2012 Annual Report Download - page 213

issuer's shares at the beginning of the Performance Period to (b) 100%. In calculating TSR, all dividends are
assumed to have been reinvested in shares when paid.
(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 Limitation on Amount of Payment. If the Company TSR as of the end of the last
Performance Period is less than 100%, and if the total number of Shares Earned for all Performance Periods exceeds the
total number of Target Shares for all Performance Periods, then the number of Shares Earned for each Performance
Period under Section 2.2 shall be reduced to an amount equal to the product of (a) the number of Shares Earned for each
Performance Period under Section 2.2 (determined without regard to reduction under this Section 2.3) times (b) a
fraction the numerator of which is the (i) total number of Target Shares for all Performance Periods, and the denominator
of which is (ii) the total number of Shares Earned for all Performance Periods (determined without regard to reduction
under this Section 2.3).
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 (and whether or not in
breach of local labor laws or later found invalid), all unvested Performance Stock Units shall be immediately forfeited
without consideration. Further, in the event of termination of your Service, unless otherwise determined by the
Company, the date of termination of your rights (if any) with respect to the Performance Stock Units as set forth in the
Plan and this Agreement will be the date that you are no longer actively employed and will not be extended by any
notice period mandated under local law (e.g., active employment would not include a period of “garden leave”
or similar
period pursuant to local law).
(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 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
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