Qualcomm 2012 Annual Report Download - page 246

QUALCOMM Incorporated
2006 Long-Term Incentive Plan
Non-Employee Director Restricted Stock Unit Agreement
For Non-Employee Directors in the United Kingdom
Pursuant to the Grant Notice and this Non-Employee Director Restricted Stock Unit Agreement for Directors in
the United Kingdom (the “Agreement”), QUALCOMM Incorporated (the “Company”) has granted you a Restricted
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 Restricted 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 Restricted 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 Restricted Stock Units shall be immediately forfeited without consideration. Unless and until
the Restricted Stock Units vest on the applicable Vesting Dates, you will have no right to payment of any such
Restricted Stock Units.
2. Settlement of the Restricted Stock Units.
2.1 Timing of Payment. The “Settlement Date”
of your vested Restricted Stock Units shall be the
earliest to occur of the following: (a) the Scheduled Vesting Date specified in the Grant Notice, if any; (b) your
separation from Service, to the extent such separation constitutes a “separation from service” pursuant to Section 409A
of the Internal Revenue Code of 1986, as amended (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 Restricted 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 or National Insurance Contribution obligations arising from your Restricted 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