Qualcomm 2012 Annual Report Download - page 220

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 (if any), except (i) transfer by will or by
the laws of descent and distribution or (ii) to the extent permitted by the Company, 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 Unit Award shall obligate the Company, its stockholders, Board, Officers or Employees to continue
any relationship which you might have as a Director or Consultant for the Company.
9. Restrictive Legend. Stock issued pursuant to the vesting of the Performance Stock Units may be
subject to such restrictions upon the sale, pledge or other transfer of the Stock as the Company and the Company's
counsel deem necessary under applicable law or pursuant to this Agreement.
10. Representations, Warranties, Covenants, and Acknowledgments. You hereby agree that in the
event the Company and the Company's counsel deem it necessary or advisable in the exercise of their discretion, the
transfer or issuance of the shares of Stock issued pursuant to the vesting of the Performance Stock Units may be
conditioned upon you making certain representations, warranties, and acknowledgments relating to compliance with
applicable securities laws.
11. Voting and Other Rights. Subject to the terms of this Agreement, you shall not have any voting
rights or any other rights and privileges of a shareholder of the Company unless and until shares of Stock are issued
upon payment of the Performance Stock Units.
12. Code Section 409A. For U.S. taxpayers, it is the intent that the vesting or the payment of the
Performance Stock Units as set forth in this Agreement shall qualify for exemption from the requirements of
Section 409A of the Code, and any ambiguities herein will be interpreted to so comply. The Company reserves the right,
to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify this
Agreement as
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