Qualcomm 2014 Annual Report Download - page 98

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12. Code Section 409A. It is the intent that the vesting or the payment of the Performance Stock Units as set forth in this
Agreement shall qualify for exemption from the requirements of Section 409A of the Code, and any ambiguities herein will be interpreted to so
comply. The Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or
modify this Agreement as may be necessary to ensure that all vesting or payments provided for under this Agreement are made in a manner that
qualifies for exemption from Section 409A of the Code; provided, however, that the Company makes no representation that the vesting or
payments of Performance Stock Units provided for under this Agreement will be exempt from Section 409A of the Code and makes no
undertaking to preclude Section 409A of the Code from applying to the vesting or payments of Performance Stock Units provided for under this
Agreement.
13. Notices. Any notices provided for in this Agreement, the Grant Notice or the Plan shall be given in writing and shall be
deemed effectively given upon receipt or, in the case of notices delivered by the Company to you, five (5) days after deposit in the United States
mail, postage prepaid, addressed to you at the last address you provided to the Company.
14. Nature of Grant. In accepting the Performance Stock Unit Award, you acknowledge and agree that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended,
suspended or terminated by the Company at any time, (subject to any limitations set forth in the Plan);
(b) the award of Performance Stock Units is voluntary and occasional and does not create any contractual or other right to
receive future awards of Performance Stock Units, or benefits in lieu of Performance Stock Units, even if Performance Stock Units or other
Awards have been awarded repeatedly in the past;
(c) all decisions with respect to future Awards, if any, will be at the sole discretion of the Company;
(d) your participation in the Plan is voluntary;
(e) the Performance Stock Unit Award and the shares of Stock subject to the Performance Stock Unit Award are
extraordinary items that do not constitute compensation of any kind for Services of any kind rendered to the Company or the Employer, and
which are outside the scope of your employment or service contract, if any;
(f) the Performance Stock Unit Award and the shares of Stock subject to the Performance Stock Unit Award are not intended
to replace any pension rights or compensation;
(g) the Performance Stock Unit Award and the shares of Stock subject to the Performance Stock Unit Award are not part of
normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination,
redundancy, dismissal, end of service payments, bonuses, long-
service awards, pension or retirement or welfare benefits or similar payments and
in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any
Participating Company;
(h) the future value of the underlying shares of Stock is unknown and cannot be predicted with certainty; further, neither the
Company, the Employer nor any Participating Company is liable for any foreign exchange fluctuation between your Employer’s local currency
and the United States Dollar that may affect the value of this Performance Stock Unit Award;
(i) no claim or entitlement to compensation or damages shall arise from forfeiture of your Performance Stock Units resulting
from termination of your Service (for any reason whatsoever and whether or not in breach of local labor laws or later found invalid), and in
consideration of the grant of the Performance Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any
claim against the Company, waive your ability, if any, to bring any such claim, and release the Company from any such claim; if,
notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be
deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or
withdrawal of such claim;
(j) the Performance Stock Unit Award and the benefits evidenced by this Agreement do not create any entitlement, not
otherwise specifically provided for in the Plan or provided by the Company in its discretion, to have the Performance Stock Unit Award or any
such benefits transferred to, or assumed by, another company, nor to be exchanged, cashed out or substituted for, in connection with any
corporate transaction affecting the Company’s Stock; and
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