Qualcomm 2014 Annual Report Download - page 96

Notwithstanding any provision herein to the contrary, Termination After Change in Control shall not include any termination of your
Service with the Participating Company Group which (1) is for Cause; (2) is a result of your death or Disability; (3) is a result of your voluntary
termination of Service other than for Good Reason; or (4) occurs prior to the effectiveness of a Change in Control.
2.5 Tax Withholding. You acknowledge that the Company and/or the Participating Company that employs you (the “
Employer
”) may be subject to withholding tax obligations arising by reason of the vesting and/or payment of this Performance Stock Unit
Award. You authorize your Employer to satisfy the withholding tax obligations by one or a combination of the following methods, as selected by
the Company in its sole discretion: (a) withholding from your pay and any other amounts payable to you; (b) withholding of Stock and/or cash
from the payment of the Performance Stock Units; (c) arranging for the sale of shares of Stock payable in connection with the Performance
Stock Units (on your behalf and at your direction which you authorize by accepting this Performance Stock Unit Award); or (d) any other
method allowed by the Plan or applicable law. If your Employer satisfies the withholding obligations by withholding a number of whole shares
of Stock as described in subsection (b) herein, you will be deemed to have been issued the full number of shares of Stock subject to this
Performance Stock Unit Award, notwithstanding that a number of shares is held back in order to satisfy the withholding obligations. The “ Fair
Market Value
” of any Stock withheld pursuant to this Section 2.5 shall be equal to the closing price of a share of Stock as quoted on any
national or regional securities exchange or market system constituting the primary market for the Stock on the date of determination (or, if there
is no closing price on that day, the last trading day prior to that day) or, if the Stock is not listed on a national or regional securities exchange or
market system, the value 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 Company shall not be required to issue any shares of Stock pursuant to this Agreement
unless and until the withholding obligations are satisfied.
3. Tax Advice. You represent, warrant and acknowledge that the Company and, if different, your Employer, has made no
warranties or representations to you with respect to the income tax consequences of the transactions contemplated by this Agreement, and you
are in no manner relying on the Company, your Employer or their 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 TREATMENT OF ANY PERFORMANCE STOCK UNITS. NOTHING STATED HEREIN IS
INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, FOR THE PURPOSE OF AVOIDING TAXPAYER PENALTIES.
4. Dividend Equivalents. If the Board declares a cash dividend on the Company’s Stock, you will be entitled to Dividend
Equivalents on the dividend payment date established by the Company equal to the cash dividends payable on the same number of shares of
Stock as the number of Shares Earned and the number of any Target Shares to which you are entitled upon termination of Service due to death or
Disability (“ Target Shares Earned ”) subject to this Performance Stock Unit Award on the dividend record date established by the Company.
Any such Dividend Equivalents will be in the form of additional Shares Earned and/or Target Shares Earned, will be subject to the same terms
and vesting dates as the underlying Shares Earned and/or Target Shares Earned, and will be paid at the same time and in the same manner as the
underlying Shares Earned and/or Target Shares Earned originally subject to this Performance Stock Unit Award, except that any fractional
shares attributable to Dividend Equivalents will be paid in cash within thirty (30) days following the date of payment of the Shares Earned
and/or Target Shares Earned based on the Fair Market Value (as specified in Section 2.5, above) on the date of payment of the Shares Earned
and/or Target Shares Earned. The number of additional Shares Earned and/or Target Shares Earned credited as Dividend Equivalents on the
dividend payment date will be determined by dividing (1) the product of (a) the number of your Shares Earned and/or Target Shares Earned as of
the corresponding dividend record date (including any unvested Shares Earned and/or Target Shares Earned previously credited as a result of
prior payments of Dividend Equivalents) and (b) the per-share cash dividend paid on the dividend payment date, by (2) the per-
share Fair Market
Value (as specified in Section 2.5, above) of Stock on the dividend payment date. The Dividend Equivalents will accrue on Shares Earned and/or
Target Shares Earned calculated from the Date of Grant.
5. Securities Law Compliance. Notwithstanding anything to the contrary contained herein, no shares of Stock will be issued
to you upon vesting of this Performance Stock Unit Award unless the Stock is then registered under the Securities Act or, if such Stock is not
then so registered, the Company has determined that such vesting and issuance would be exempt from the registration requirements of the
Securities Act. By accepting this Performance Stock Unit Award, you agree not to sell any of the shares of Stock received under this
Performance Stock Unit Award at a time when applicable laws or Company policies prohibit a sale.
6. Change in Control. In the event of a Change in Control, the surviving, continuing, successor, or purchasing corporation or
other business entity or parent thereof, as the case may be (the “ Acquiring Corporation ”), may, without your
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