Qualcomm 2012 Annual Report Download - page 235

provided, however, that the Company makes no representation that the payments of Deferred Stock Units provided for
under this Agreement will be exempt from Section 409A of the Code and makes no undertaking to preclude Section
409A of the Code from applying to the payments of Deferred Stock Units provided for under this Agreement.
12. Notices. Any notices provided for in this Agreement, the Grant Notice or the Plan shall be given in
writing and shall be deemed effectively given upon receipt or, in the case of notices delivered by the Company to you,
five (5) days after deposit in the United States mail, postage prepaid, addressed to you at the last address you provided to
the Company.
13. Applicable Law. This Agreement shall be governed by the laws of the State of California as if the
Agreement were between California residents and as if it were entered into and to be performed entirely within the State
of California.
14. Arbitration. Any dispute or claim concerning any Deferred Stock Units granted (or not granted)
pursuant to the Plan and any other disputes or claims relating to or arising out of the Plan shall be fully, finally and
exclusively resolved by binding arbitration conducted by the American Arbitration Association pursuant to the
commercial arbitration rules in San Diego, California. By accepting the Deferred Stock Unit Award, you and the
Company waive your respective rights to have any such disputes or claims tried by a judge or jury.
15. Amendment. Your Deferred Stock Unit Award may be amended as provided in the Plan at any time,
provided no such amendment may adversely affect the Deferred Stock Unit Award without your consent unless such
amendment is necessary to comply with any applicable law or government regulation, or is contemplated in Section 11
hereof. No amendment or addition to this Agreement shall be effective unless in writing or in such electronic form as
may be designated by the Company.
16. Governing Plan Document.
Your Deferred Stock Unit Award is subject to this Agreement, the Grant
Notice and all the provisions of the Plan, the provisions of which are hereby made a part of this Agreement, and is
further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated
and adopted pursuant to the Plan. In the event of any conflict between the provisions of this Agreement, the Grant Notice
and those of the Plan, the provisions of the Plan shall control.
17. Severability . If any provision of this Agreement is held to be unenforceable for any reason, it shall
be adjusted rather than voided, if possible, in order to achieve the intent of the parties to the extent possible. In any
event, all other provisions of this Agreement shall be deemed valid and enforceable to the full extent possible .
18. Description of Electronic Delivery . The Plan documents, which may include but do not necessarily
include: the Plan, the Grant Notice, this Agreement, and any reports of the Company provided generally to the
Company's shareholders, may be delivered to you electronically. In addition, if permitted by the Company, you may
deliver electronically the Grant Notice to the Company or to such third party involved in administering the Plan as the
Company may designate from time to time. Such means of electronic delivery may include but do not necessarily
include the delivery of a link to a Company intranet or the internet site of a
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