Qualcomm 2012 Annual Report Download - page 219

unvested Shares Earned and/or Target Shares Earned previously credited as a result of prior payments of Dividend
Equivalents) and (b) the per-share cash dividend paid on the dividend payment date, by (2) the per-share Fair Market
Value (as specified in Section 2.5, above) of Stock on the dividend payment date. The Dividend Equivalents will accrue
on Shares Earned and/or Target Shares Earned calculated from the Date of Grant.
5. Securities Law Compliance. Notwithstanding anything to the contrary contained herein, no shares of
Stock will be issued to you upon vesting of this Performance Stock Unit Award unless the Stock is then registered under
the Securities Act or, if such Stock is not then so registered, the Company has determined that such vesting and issuance
would be exempt from the registration requirements of the Securities Act. By accepting this Performance Stock Unit
Award, you agree not to sell any of the shares of Stock received under this Performance Stock Unit Award at a time
when applicable laws or Company policies prohibit a sale.
6. Change in Control. In the event of a Change in Control, the surviving, continuing, successor, or
purchasing corporation or other business entity or parent thereof, as the case may be (the “ Acquiring Corporation ”),
may, without your consent, either assume the Company's rights and obligations under this Performance Stock Unit
Award or substitute for this Performance Stock Unit Award a substantially equivalent award for the Acquiring
Corporation's stock.
6.1 Payout Pursuant to a Change in Control. In the event the Acquiring Corporation elects not
to assume or substitute for this Performance Stock Unit Award in connection with a Change in Control, the vesting of
this Performance Stock Unit Award, so long 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
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