Qualcomm 2012 Annual Report Download - page 239

5. 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.
6. Securities Law Compliance. Notwithstanding anything to the contrary contained herein, no shares of
Stock will be issued to you upon vesting and settlement of this Deferred 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 the
Deferred Stock Unit Award, you agree not to sell any of the shares of Stock received under this Deferred Stock Unit
Award at a time when applicable laws or Company policies prohibit a sale.
7. Transferability.
Prior to the issuance of shares of Stock in settlement of a Deferred 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, except (i) transfer by will or by the laws of
descent and distribution or (ii) 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 Deferred Stock Unit Award shall be
exercisable during your lifetime only by you or your guardian or legal representative. Prior to actual payment of any
Deferred Stock Units, such Deferred Stock Units will represent an unsecured obligation of the Company, payable (if at
all) only from the general assets of the Company.
8. Deferred Stock Units Not a Service Contract.
This Deferred 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 Deferred 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.
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