Qualcomm 2012 Annual Report Download - page 217

Stock Units to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result.
Further, if you have become subject to tax in more than one jurisdiction between the Date of Grant and the date
of any relevant taxable event, you acknowledge that the Company and/or the Employer (or former employer, as
applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
(b) Prior to any relevant tax withholding event, you will pay or make adequate arrangements
satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, you authorize
the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with
regard to all Tax-
Related Items by one or a combination of the following methods, as selected by the Company in
its sole discretion: (i) withholding from your wages or any other cash compensation payable to you by the
Company and/or the Employer; (ii) withholding from proceeds of the sale of shares of Stock acquired upon
payment of the Performance Stock Unit Award, either through a voluntary sale or through a mandatory sale
arranged by the Company (on your behalf and pursuant to your authorization by your acceptance of this
Performance Stock Unit Award); (iii) withholding in shares of Stock to be issued upon payment of the
Performance Stock Unit Award; or (iv) any other method allowed by the Plan and applicable law.
Notwithstanding the foregoing, if you are subject to the short-
swing profit rules of Section 16(b) of the Exchange
Act, the Company will withhold in shares of Stock upon the relevant tax withholding event, unless the use of
such withholding method is prevented by applicable law or has materially adverse accounting or tax
consequences, in which case, the Tax-Related Items withholding obligation may be satisfied by one or a
combination of methods (i),(ii) and (iv) above. If the obligation for Tax-
Related Items is satisfied by withholding
in shares of Stock as described in subsection (iii) herein, for tax purposes, you are deemed to have been issued
the full number of shares of Stock subject to the vested Performance Stock Unit Award, notwithstanding that a
number of the shares of Stock are held back solely for the purpose of paying the Tax-Related Items due as a
result of any aspect of your participation in the Plan. The “ Fair Market Value ” of any Stock withheld pursuant
to this Section 2.5 shall be equal to the closing price of a share of Stock as quoted on any national or regional
securities exchange or market system constituting the primary market for the Stock on the day on which tax
withholding is required (or, if there is no closing price on that day, the last trading day prior to that day) or, if the
Stock is not listed on a national or regional securities exchange or market system, the value of a share of Stock as
determined by the Committee in good faith without regard to any restriction other than a restriction which, by its
terms, will never lapse. Finally, you shall pay to the Company or the Employer any amount of Tax-
Related Items
that the Company or the Employer may be required to withhold or account for as a result of your participation in
the Plan that cannot be satisfied by the means previously described. The Company shall not be required to issue
or deliver the shares of Stock or the proceeds of the sale of shares of Stock if you fail to comply with your
obligations in connection with the Tax-Related Items.
(c) If payment or withholding of the income tax that you owe due to the vesting of the
Performance Stock Units is not made within 90 days of the event giving rise to the income tax liability (the “
Due Date ”) or such other period specified in
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