Qualcomm 2012 Annual Report Download - page 232

QUALCOMM Incorporated
2006 Long-Term Incentive Plan
Non-Employee Director Deferred Stock Unit Agreement
Pursuant to the Grant Notice and this Non-Employee Director Deferred Stock Unit Agreement (the
“Agreement”), QUALCOMM Incorporated (the “Company”)
has granted you a Deferred Stock Unit Award with respect
to the number of shares of the Company's common stock (“Stock”) indicated in the Grant Notice. Capitalized terms not
explicitly defined in this Agreement but defined in the QUALCOMM Incorporated 2006 Long-Term Incentive Plan (the
“Plan”) shall have the same definitions as in the Plan.
The details of this Deferred Stock Unit Award are as follows:
1. Service and Vesting.
1.1 Service. As provided in the Plan and notwithstanding any other provision of this Agreement,
the Company reserves the right, in its sole discretion, to determine when your Service has terminated.
1.2 Vesting.
Except as otherwise provided in the Plan or this Agreement, this Deferred Stock Unit
Award will vest on the vesting dates provided in the Grant Notice (the “Vesting Dates”). Except as otherwise expressly
set forth in the Grant Notice, in the event of the termination of your Service for any reason, whether voluntary or
involuntary, all unvested Deferred Stock Units shall be immediately forfeited without consideration. Unless and until the
Deferred Stock Units vest on the applicable Vesting Dates, you will have no right to payment of any such Deferred
Stock Units.
2. Settlement of the Deferred Stock Units.
2.1 Timing of Payment. The “Settlement Date” of your vested Deferred Stock Units shall be the
earliest to occur of the following: (a) the third anniversary of the Date of Grant specified in the Grant Notice, or such
later date as you may elect in accordance with Section 409A of the Internal Revenue Code of 1986, as amended (the
“Code”); (b) your separation from Service, to the extent such separation constitutes a “separation from service” pursuant
to Section 409A of the Code; (c) your death; (d) your Disability, to the extent such Disability constitutes a “disability”
pursuant to Section 409A of the Code; or (e) a Change in Control, to the extent such Change in Control constitutes a
“change in ownership or effective control of the corporation” with respect to the Company pursuant to Section 409A of
the Code.
2.2 Form of Payment. Your vested Deferred Stock Units shall be paid in whole shares of Stock
(in cash as to fractional shares) on, or as soon as practicable following, but in no event later than thirty (30) days after,
the Settlement Date, except as otherwise specified below. To assist you in satisfying federal, state, local, or non-U.S.
income tax obligations arising from your Deferred Stock Unit Award, the Company will allow you to make a one-time
irrevocable election no later than (60) days after the Date of Grant specified in the Grant Notice, authorizing the
Company to pay cash in lieu of Stock with respect to a percentage of the Deferred Stock Units equal to the sum of (i) the
federal tax rate for supplemental wages in effect
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