Qualcomm 2012 Annual Report Download - page 215

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) your failure or inability to perform any reasonable assigned duties
after written notice from a Participating Company of, and a reasonable opportunity to cure, such failure or
inability; (5) any material breach by you of any employment or service agreement between you and a
Participating Company, which breach is not cured pursuant to the terms of such agreement; (6) your
conviction (including any plea of guilty or nolo contendere ) of any criminal act which impairs your
ability to perform your duties with a Participating Company; or (7) violation of a material Company or
Participating Company policy.
(ii) “ Good Reason ” shall mean any one or more of the following:
a) without your express written consent, the assignment to you of any duties, or
any limitation of your responsibilities, substantially inconsistent with your positions, duties,
responsibilities and status with the Participating Company Group immediately prior to the date of
a Change in Control;
b) without your express written consent, the relocation of the principal place of
your employment or service to a location that is more than fifty (50) miles from your principal
place of employment or service immediately prior to the date of a Change in Control, or the
imposition of travel requirements substantially more demanding of you than such travel
requirements existing immediately prior to the date of the Change in Control;
c) any failure by the Participating Company Group to pay, or any material
reduction by the Participating Company Group of, (A) your base salary in effect immediately
prior to the date of a Change in Control (unless reductions comparable in amount and duration are
concurrently made for all other employees of the Participating Company Group with
responsibilities, organizational level and title comparable to yours), or (B) your bonus
compensation, if any, in effect immediately prior to the date of a Change in Control (subject to
applicable performance requirements with respect to the actual amount of bonus compensation
earned by you);
d) any failure by the Participating Company Group to (A) continue to provide you
with the opportunity to participate, on terms no less favorable than those in effect for the benefit
of any employee or service provider group which customarily includes a person holding the
employment or service provider position or a comparable position with the Participating Company
Group then held by you, in any benefit or compensation plans and programs, including, but not
limited to, the Participating Company Group's life, disability, health, dental, medical,
5