Qualcomm 2012 Annual Report Download - page 247

respect to a percentage of the Restricted Stock Units equal to the sum of any applicable U.S. and non-U.S. income tax or
National Insurance Contribution withholding rates (such sum referred to herein as the
“Tax Percentage”).
The amount of
cash paid in lieu of such shares of Stock shall be equal to (i) the number of Restricted Stock Units (rounded up to the
nearest whole Restricted 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 Restricted 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 (i) the date of the election or (ii) the
Date of Grant specified in the Grant Notice.
3. Tax Withholding. As a Non-Employee Director of the Company, you should report any income you
derive from the Restricted Stock Units and pay all applicable income taxes and National Insurance Contributions on
such income. Notwithstanding the foregoing, in the event that a Participating Company has any income tax, National
Insurance Contributions, payroll tax or other tax-related withholding (“Tax-Related Items”) obligation with respect to
the income you derive from the Restricted Stock Units, you authorize the Participating Company, at its discretion, to
withhold all applicable Tax-Related Items legally payable by you by one or a combination of the following methods: (i)
withholding from cash compensation payable to you by the Company; (ii) withholding in shares of Stock, with such
withholding obligation determined based on any applicable minimum statutory withholding rates; or (iii) arranging for
the sale of shares of Stock acquired upon vesting of the Restricted Stock Units (on your behalf and at your direction
pursuant to this authorization). Finally, you agree that to pay on demand to the Participating Company any amount of
Tax-Related Items that the Participating Company may be required to withhold as a result of your participation in the
Plan or the payment of shares of Stock that cannot be satisfied by the means previously described.
4. Tax Advice. You acknowledge that you may be subject to federal, state, local, and non-U.S. income
tax and National Insurance Contribution obligations arising from your Restricted 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 or National Insurance Contribution 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 AND NATIONAL INSURANCE
CONTRIBUTION TREATMENT OF ANY RESTRICTED STOCK UNITS. NOTHING STATED HEREIN IS
INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, FOR THE PURPOSE OF AVOIDING
TAXPAYER PENALTIES.
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