Qualcomm 2014 Annual Report Download - page 94

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that shall be issued to you by the Company pursuant to Section 2.4 will be equal to the number of Target Shares for that Measurement Period.
2.4 Effect of Termination of Service. Except as otherwise expressly set forth in this Section 2.4, in the event of the
termination of your Service for any reason, whether voluntary or involuntary, all unvested Performance Stock Units shall be immediately
forfeited without consideration.
(a) Disability. If your Service with the Employer terminates because of your Disability, the vesting of your
Performance Stock Units shall be accelerated in full effective as of the date on which your Service terminates due to your Disability, but
the number of shares of Stock that shall be issued to you by the Company under this Agreement shall be prorated and paid as follows.
The Company shall issue to you, within 30 days after the end of the Measurement Period during which your Service terminates due to
your Disability, the number of shares (rounded up to the nearest whole Share) equal to the sum of (i) the Shares Earned for any
Measurement Period prior to the Measurement Period during which your Service terminates due to your Disability, plus (ii) the Target
Shares for the Measurement Period during which your Service terminates.
(b) Death. If your Service with the Employer terminates because of your death, the vesting of the
Performance Stock Units shall be accelerated in full effective upon your death, but the number of shares of Stock that shall be issued to
you by the Company under this Agreement shall be prorated as follows. The Company shall issue to your estate, personal
representative, or beneficiary to whom the Performance Stock Units may be transferred by will or by the laws of descent and
distribution, within 30 days after the end of the Measurement Period during which your death occurs, the number of shares (rounded up
to the nearest whole Share) equal to the sum of (i) the Shares Earned for any Measurement Period prior to the Measurement Period
during which your death occurs, plus (ii) the Target Shares for the Measurement Period during which your death occurs. If your Service
with the Employer terminates because of your Disability, and you are entitled to payment under Section 2.4(a), and you later die in a
subsequent Measurement Period covered by this Agreement, your estate, personal representative, or beneficiary to whom the
Performance Stock Units may be transferred by will or by the laws of descent and distribution shall receive within 30 days of the end of
the Measurement Period during which your death occurs, rounded up, equal to the Target Shares for the Measurement Period during
which your death occurs.
(c) Normal Retirement Age. If your Service with the Employer terminates at or after Normal Retirement
Age, the vesting of your Performance Stock Units shall be accelerated in full effective as of the date on which your Service terminates,
but the number of shares of Stock that shall be issued to you by the Company under this Agreement shall be prorated and paid as
follows. The Company shall issue to you, within 30 days after the end of the Measurement Period during which your Service terminates
at or after Normal Retirement Age, the number of shares (rounded up to the nearest whole Share) equal to the sum of (i) the Shares
Earned for any Measurement Period prior to the Measurement Period during which your Service terminates at or after Normal
Retirement Age, plus (ii) the Shares Earned for the Measurement Period during which your Service terminates multiplied by a fraction
the numerator of which is the number of whole and partial months (rounded up) from the beginning of that Measurement Period until
the date your Service terminates, and the denominator of which is the number of months in that Measurement Period.
(d) Termination After Change in Control. If your Service with the Employer terminates as a result of
Termination After Change in Control (as defined below), the vesting of any Performance Stock Units that remained outstanding after
the Change in Control shall be accelerated in full effective as of the date on which your Service terminates, but the number of shares of
Stock that shall be issued to you by the Company under this Agreement shall be prorated and paid as follows. The Company shall issue
to you, within 30 days after the end of the Measurement Period during which your Service terminates, the number of shares (rounded up
to the nearest whole Share) equal to the sum of (i) the Shares Earned for any Measurement Period prior to the Measurement Period
during which your Service terminates, plus (ii) the Shares Earned for the Measurement Period during which your Service terminates
multiplied by a fraction the numerator of which is the number of whole and partial months (rounded up) from the beginning of that
Measurement Period until the date your Service terminates, and the denominator of which is the number of months in that Measurement
Period.
(e) Certain Definitions.
(i) “ Cause ” shall mean any of the following: (1) your theft of, dishonesty with respect to, or
falsification of any Participating Company documents or records; (2) your improper use or disclosure of a Participating
Company’s confidential or proprietary information; (3) any action by you which
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