Qualcomm 2012 Annual Report Download - page 244

QUALCOMM Incorporated
2006 Long-Term Incentive Plan
Non-Employee Director Deferred Stock Unit Grant Notice
QUALCOMM Incorporated (the “Company”), pursuant to its 2006 Long-Term Incentive Plan (the “Plan”)
hereby grants to the
Participant named below the number of Deferred Stock Units set forth below, each of which is a bookkeeping entry representing
the equivalent in value of one (1) share of the Company's common stock. The Non-
Employee Director Deferred Stock Unit Award
is subject to all of the terms and conditions as set forth herein and the Non-
Employee Director Deferred Stock Unit Agreement
(attached hereto) and the Plan
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which are incorporated herein in their entirety. Capitalized terms not otherwise defined in this Grant
Notice or the Non
-Employee Director Deferred Stock Unit Agreement shall have the meaning set forth in the Plan.
Vesting
This Deferred Stock Unit Award vests on the earliest to occur of the following events provided your Service is continuous from the
Date of Grant through the applicable date: (1) the one-
year anniversary of the Date of Grant, (2) the date of the next annual meeting
of stockholders of the Company that occurs after the Date of Grant, (3) your death, (4) your Disability, or (5) a Change in Control.
Settlement
The Deferred Stock Units will be settled and paid as provided in the Non-
Employee Director Deferred Stock Unit Agreement on,
or as soon as practicable following, but in no event later than thirty (30) days after [
specify date of 3 years from grant or later date
specified in valid election
]. However, as provided in Section 2.1 of the Deferred Stock Unit Agreement, these Deferred Stock
Units may be settled earlier upon the termination of your Board service and certain other events.
Additional Terms/Acknowledgments:
The Participant acknowledges (in the form determined by the Company) receipt of, and
represents that the Participant has read, understands, accepts and agrees to the terms and conditions of the following: this Grant
Notice, the Non
-
Employee Director Deferred Stock Unit Agreement and the Plan (including, but not limited to, the binding
arbitration provision in Section 3.7 of the Plan). Participant hereby accepts the Deferred Stock Unit Award subject to all of its terms
and conditions and further acknowledges that as of the Date of Grant, this Grant Notice, the Non-
Employee Director Deferred
Stock Unit Agreement and the Plan set forth the entire understanding between Participant and the Company regarding the
acquisition of stock in the Company and supersedes all prior oral and written agreements pertaining to this particular Deferred
Stock Unit Award.
_____________________________
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A copy of the Plan can be obtained from the Stock Administration website, located on the Company's internal webpage, or you may request a hard
copy from the Stock Administration Department.
Participant: «First_Name» «Last_Name» Grant No.: «Number»
Emp #: «ID» Shares Subject to Deferred Stock Unit: «Shares_Granted»
Date of Grant: «DSU_Date»
QUALCOMM Incorporated: Non-Employee Director:
By: /s/ Dr. Paul E. Jacobs
Chairman of the Board and Signature
Chief Executive Officer
Dated: «DSU_Date» Date:
Attachment: Non-Employee Director Deferred Stock Unit Agreement - (DSU A4)