Qualcomm 2012 Annual Report Download - page 233

under Section 1(i)(2) of the Code and (ii) the California tax rate for supplemental wages other than stock options and
bonus payments in effect under Section 18663(b)(1) of the Revenue and Taxation Code (the sum of (i) and (ii) being
hereinafter referred to as the “Tax Percentage”).
The amount of cash paid in lieu of such shares of Stock shall be equal to
(I) the number of Deferred Stock Units (rounded up to the nearest whole Deferred Stock Unit) corresponding to the Tax
Percentage, multiplied by (II) if the Stock is listed on a national or regional securities exchange or market system, the
closing price of a share of Stock as quoted on such national or regional securities exchange or market system
constituting the primary market for the Stock on the last trading day prior to the Settlement Date, or, if the Stock is not
listed on a national or regional securities exchange or market system, the price 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
(the price determined under this clause (II) being hereinafter referred to for purposes of this Agreement as the “Fair
Market Value of the Stock”). Any election to receive a portion of the Deferred Stock Unit Award paid in cash as
specified in this Section 2.2, shall not be effective with respect to any Settlement Date that occurs within six (6) months
after the later of the date of the election or the Date of the Grant specified in the Grant Notice.
3. Tax Advice. You acknowledge that you may be subject to federal, state, local, and non-U.S. income
tax obligations arising from your Deferred Stock Unit Award. You represent, warrant and acknowledge that the
Company has made no warranties or representations to you with respect to the income tax consequences of the
transactions contemplated by this Agreement, and you are in no manner relying on the Company or its representatives
for an assessment of such tax consequences. YOU UNDERSTAND THAT THE TAX LAWS AND REGULATIONS
ARE SUBJECT TO CHANGE. YOU SHOULD CONSULT YOUR OWN TAX ADVISOR REGARDING THE TAX
TREATMENT OF ANY DEFERRED STOCK UNITS. NOTHING STATED HEREIN IS INTENDED OR WRITTEN
TO BE USED, AND CANNOT BE USED, FOR THE PURPOSE OF AVOIDING TAXPAYER PENALTIES.
4. Dividend Equivalents. If the Board declares a cash dividend on the Company's Stock, you will be
entitled to Dividend Equivalents on the dividend payment date established by the Company equal to the cash dividends
payable on the same number of shares of Stock as the number of Deferred Stock Units subject to this Deferred Stock
Unit Award on the dividend record date established by the Company. Any such Dividend Equivalents will be in the form
of additional Deferred Stock Units, will be subject to the same terms and vesting dates as the underlying Deferred Stock
Units, and will be paid at the same time and in the same manner as the underlying Deferred Stock Units originally
subject to this Deferred Stock Unit Award, except that any fractional shares attributable to Dividend Equivalents will be
paid in cash within thirty (30) days following the date of payment of the underlying Deferred Stock Unit based on the
Fair Market Value (as specified in Section 2.2, above) on the date of payment of the underlying Deferred Stock Unit.
The number of additional Deferred Stock Units credited as Dividend Equivalents on the dividend payment date will be
determined by dividing (1) the product of (a) the number of your Deferred Stock Units as of the corresponding dividend
record date (including any Deferred Stock Units 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 2.2, above) of Stock on the dividend payment date.
2