Qualcomm 2014 Annual Report Download - page 95

has a detrimental effect on a Participating Company’s reputation or business; (4) your failure or inability to perform any
reasonable assigned duties after written notice from a Participating Company of, and a reasonable opportunity to cure, such
failure or inability; (5) any material breach by you of any employment or service agreement between you and a Participating
Company, which breach is not cured pursuant to the terms of such agreement; (6) your conviction (including any plea of guilty
or nolo contendere
) of any criminal act which impairs your ability to perform your duties with a Participating Company; or (7)
violation of a material Company or Participating Company policy.
(ii) “ Good Reason ” shall mean any one or more of the following:
a) without your express written consent, the assignment to you of any duties, or any
limitation of your responsibilities, substantially inconsistent with your positions, duties, responsibilities and status
with the Participating Company Group immediately prior to the date of a Change in Control;
b) without your express written consent, the relocation of the principal place of your
employment or service to a location that is more than fifty (50) miles from your principal place of employment or
service immediately prior to the date of a Change in Control, or the imposition of travel requirements substantially
more demanding of you than such travel requirements existing immediately prior to the date of the Change in Control;
c)
any failure by the Participating Company Group to pay, or any material reduction by the
Participating Company Group of, (A) your base salary in effect immediately prior to the date of a Change in Control
(unless reductions comparable in amount and duration are concurrently made for all other employees of the
Participating Company Group with responsibilities, organizational level and title comparable to yours), or (B) your
bonus compensation, if any, in effect immediately prior to the date of a Change in Control (subject to applicable
performance requirements with respect to the actual amount of bonus compensation earned by you);
d)
any failure by the Participating Company Group to (A) continue to provide you with the
opportunity to participate, on terms no less favorable than those in effect for the benefit of any employee or service
provider group which customarily includes a person holding the employment or service provider position or a
comparable position with the Participating Company Group then held by you, in any benefit or compensation plans
and programs, including, but not limited to, the Participating Company Group’s life, disability, health, dental,
medical, savings, profit sharing, stock purchase and retirement plans, if any, in which you were participating
immediately prior to the date of the Change in Control, or their equivalent, or (B) provide you with all other fringe
benefits (or their equivalent) from time to time in effect for the benefit of any employee group which customarily
includes a person holding the employment or service provider position or a comparable position with the Participating
Company Group then held by you;
e)
any breach by the Participating Company Group of any material agreement between you
and a Participating Company concerning your employment; or
f)
any failure by the Company to obtain the assumption of any material agreement between
you and the Company concerning your employment by a successor or assign of the Company.
(iii) “ Termination After Change in Control ” shall mean either of the following events occurring
within twenty-four (24) months after a Change in Control:
a) termination by the Participating Company Group of your Service with the Participating
Company Group for any reason other than for Cause; or
b) your resignation for Good Reason from all capacities in which you are then rendering
Service to the Participating Company Group within a reasonable period of time following the event constituting Good
Reason.
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