Qualcomm 2014 Annual Report Download - page 99

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(k) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations
regarding your participation in the Plan, or your acquisition or sale of the underlying shares of Stock; you are hereby advised to consult with
your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan.
15. Applicable Law. This Agreement shall be governed by the laws of the State of California as if the Agreement were
between California residents and as if it were entered into and to be performed entirely within the State of California.
16. Arbitration. Any dispute or claim concerning any Performance Stock Units granted (or not granted) pursuant to the Plan
and any other disputes or claims relating to or arising out of the Plan shall be fully, finally and exclusively resolved by binding arbitration
conducted by the American Arbitration Association pursuant to the commercial arbitration rules in San Diego, California. By accepting this
Performance Stock Unit Award, you and the Company waive your respective rights to have any such disputes or claims tried by a judge or jury.
17. Amendment.
Your Performance Stock Unit Award may be amended as provided in the Plan at any time, provided no such
amendment may adversely affect this Performance Stock Unit Award without your consent unless such amendment is necessary to comply with
any applicable law or government regulation, or is contemplated in Section 12 hereof. No amendment or addition to this Agreement shall be
effective unless in writing or in such electronic form as may be designated by the Company.
18. Governing Plan Document. Your Performance Stock Unit Award is subject to this Agreement, the Grant Notice and all
the provisions of the Plan, the provisions of which are hereby made a part of this Agreement, and is further subject to all interpretations,
amendments, rules and regulations which may from time to time be promulgated and adopted pursuant to the Plan. In the event of any conflict
between the provisions of this Agreement, the Grant Notice and those of the Plan, the provisions of the Plan shall control.
19. Severability. If any provision of this Agreement is held to be unenforceable for any reason, it shall be adjusted rather than
voided, if possible, in order to achieve the intent of the parties to the extent possible. In any event, all other provisions of this Agreement shall be
deemed valid and enforceable to the full extent possible.
20. Description of Electronic Delivery .
The Plan documents, which may include but do not necessarily include: the Plan, the
Grant Notice, this Agreement, and any reports of the Company provided generally to the Company’s shareholders, may be delivered to you
electronically. In addition, if permitted by the Company, you may deliver electronically the Grant Notice to the Company or to such third party
involved in administering the Plan as the Company may designate from time to time. Such means of electronic delivery may include but do not
necessarily include the delivery of a link to a Company intranet or the internet site of a third party involved in administering the Plan, the
delivery of the document via electronic mail (“e-mail”) or such other means of electronic delivery specified by the Company.
21. Waiver. The waiver by the Company with respect to your (or any other Participant’s) compliance of any provision of this
Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach of such party of a
provision of this Agreement.
22. Repayment/Forfeiture. Any benefits you may receive hereunder shall be subject to repayment or forfeiture as may be
required to comply with (a) any applicable listing standards of a national securities exchange adopted in accordance with Section 954 of the
Dodd-Frank Wall Street Reform and Consumer Protection Act (regarding recovery of erroneously awarded compensation) and any
implementing rules and regulations of the U.S. Securities and Exchange Commission adopted thereunder, (b) similar rules under the laws of any
other jurisdiction and (c) any policies adopted by the Company to implement such requirements, all to the extent determined by the Company in
its discretion to be applicable to you.
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