Qualcomm 2014 Annual Report Download - page 97

consent, either assume the Company’s rights and obligations under this Performance Stock Unit Award or substitute for this Performance Stock
Unit Award a substantially equivalent award for the Acquiring Corporation’s stock.
6.1 Payout Pursuant to a Change in Control. In the event the Acquiring Corporation elects not to assume or substitute for
this Performance Stock Unit Award in connection with a Change in Control, the vesting of this Performance Stock Unit Award, so long as your
Service has not terminated prior to the date of the Change in Control, shall be accelerated, effective as of the date ten (10) days prior to the date
of the Change in Control, and the number of shares of Stock that shall be issued to you by the Company under this Agreement shall be
determined and paid as follows. The Company shall issue to you, within 30 days after the Change in Control, the number of shares (rounded up
to the nearest whole Share) equal to the sum of (a) the Shares Earned for any Measurement Period prior to the Measurement Period during which
the Change in Control occurs, plus (b) the Shares Earned for any subsequent Measurement Period as if the Payout Percentage were 100% and the
last day of each Measurement Period were the last business day before the date of the Change in Control.
6.2 Vesting Contingent Upon Consummation. The vesting of any Performance Stock Units and any shares of Stock
acquired upon the settlement thereof that was permissible solely by reason of this Section 6 shall be conditioned upon the consummation of the
Change in Control.
6.3 Applicability of Agreement. Notwithstanding the foregoing, shares of Stock acquired upon settlement of this
Performance Stock Unit Award prior to the Change in Control and any consideration received pursuant to the Change in Control with respect to
such shares shall continue to be subject to all applicable provisions of this Agreement except as otherwise provided in this Agreement.
6.4 Continuation of Award. Notwithstanding the foregoing, if the corporation the stock of which is subject to this
Performance Stock Unit Award immediately prior to an Ownership Change Event constituting a Change in Control is the surviving or continuing
corporation and immediately after such Ownership Change Event, less than fifty percent (50%) of the total combined voting power of its voting
stock is held by another corporation or by other corporations that are members of an affiliated group within the meaning of Section 1504(a) of
the Internal Revenue Code of 1986, as amended (the “ Code ”), without regard to the provisions of Section 1504(b) of the Code, this
Performance Stock Unit Award shall not terminate unless the Committee otherwise provides in its discretion.
7. Transferability. Prior to the issuance of shares of Stock in settlement of a Performance Stock Unit Award, the Award shall
not be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by your
creditors or by your beneficiary (if any), except (i) transfer by will or by the laws of descent and distribution or (ii) to the extent permitted by the
Company, transfer by written designation of a beneficiary, in a form acceptable to the Company, with such designation taking effect upon your
death. All rights with respect to the Performance Stock Units shall be exercisable during your lifetime only by you or your guardian or legal
representative. Prior to actual payment of any vested Performance Stock Units, such Performance Stock Units will represent an unsecured
obligation of the Company, payable (if at all) only from the general assets of the Company.
8. Performance Stock Units Not a Service Contract. This Performance Stock Unit Award is not an employment or service
contract and nothing in this Agreement, the Grant Notice or the Plan shall be deemed to create in any way whatsoever any obligation on your
part to continue in the Service of a Participating Company, or of a Participating Company to continue your Service with the Participating
Company. In addition, nothing in your Performance Stock Unit Award shall obligate the Company, its stockholders, Board, Officers or
Employees to continue any relationship which you might have as a Director or Consultant for the Company.
9. Restrictive Legend.
Stock issued pursuant to the vesting of the Performance Stock Units may be subject to such restrictions
upon the sale, pledge or other transfer of the Stock as the Company and the Company’
s counsel deem necessary under applicable law or pursuant
to this Agreement.
10. Representations, Warranties, Covenants, and Acknowledgments. You hereby agree that in the event the Company and
the Company’s counsel deem it necessary or advisable in the exercise of their discretion, the transfer or issuance of the shares of Stock issued
pursuant to the vesting of the Performance Stock Units may be conditioned upon you making certain representations, warranties, and
acknowledgments relating to compliance with applicable securities laws.
11. Voting and Other Rights. Subject to the terms of this Agreement, you shall not have any voting rights or any other rights
and privileges of a shareholder of the Company unless and until shares of Stock are issued upon payment of the Performance Stock Units.
7