BULKY DOCUMENTS
`
`xceeds 100 pages)
`
`Filed:
`
`7[19[2011
`
`Title: DECLARATION OF STEPHENIE H. BALD AND
`
`EXHIBITS.
`
`Part
`
`25 of
`
`31
`
`
`
`

`
`lab of .(.Z..t;r1.l3iI_t_s.
`
`QUALCOMM Incorporated
`NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
`
`European Commission Complaint: On October 28, 2005, it was reported that six companies (Broadcom, Nokia, Texas
`Instruments, NEC, Panasonic and Ericsson) filed complaints with the European Commission, alleging that the Company
`violated European Union competition law in its WCDMA licensing practices. The Company has received the complaints and
`has submitted replies to the allegations, as well as documents and other information requested by the European Commission.
`On October 1, 2007, the European Commission announced that it was initiating a proceeding, though it has not decided to
`issue a Statement of Objections, and it has not made any conclusions as to the merits of the complaints. As part of its
`agreement with the Company, Nokia has withdrawn the complaint it filed with the European Commission, although that
`investigation remains active.
`
`Tessera, Inc. v. QUALCOMM Incorporated: On April 17, 2007, Tessera, Inc. filed a patent infringement lawsuit in the
`United States District Court for the Eastern Division of Texas and a complaint with the ITC pursuant to Section 337 of the
`Tariff Act of 1930 against the Company and other companies, alleging infringement of two patents relating to semiconductor
`packaging structures and seeking monetary damages and injunctive and other relief based hereon. The District Court suit for
`damages is stayed pending resolution of the ITC proceeding. The ITC instituted the investigation on May 15, 2007. The
`patents at issue are being reexamined by the USPTO based on petitions filed by a third-party. The USPTO’s Central
`Reexamination Unit has issued office actions rejecting all of the asserted patent claims on the grounds that they are invalid in
`view of certain prior art. Tessera is contesting these rejections, and the USPTO has not made a final decision. On
`February 26, 2008, the ALJ stayed the ITC proceedings pending completion of the USPTO’s reexamination proceedings. On
`March 27, 2008, the Commission reversed the ALJ’s order and ordered the ITC proceeding to be reinstated. The evidentiary
`hearing occurred on July 14 through July 18, 2008, and the investigation is targeted for completion by April 3, 2009.
`
`Other: The Company has been named, along with many other manufacturers of wireless phones, wireless operators and
`industry-related organizations, as a defendant in purported class action lawsuits, and individually filed actions pending in
`Pennsylvania and Washington D.C., seeking monetary damages arising out of its sale of cellular phones. The courts that have
`reviewed similar claims against other companies to date have held that there was insufficient scientific basis for the plaintiffs’
`claims in those cases.
`
`In April 2008, two complaints were filed in San Diego Federal Court and San Diego Superior Court on behalf of
`purported classes of individuals who purchased UMTS devices or service, seeking damages and injunctive relief under
`federal and/or state antitrust and unfair competition laws as a result of the Company’s licensing practices. The Superior Court
`action has been removed to the San Diego Federal Court, and the plaintiffs request for remand has been denied. The
`Company has filed motions to dismiss the complaints.
`
`The Company understands that two U.S. companies (Texas Instruments and Broadcom) and two South Korean companies
`(Nextrearning Corp. and Thin Multimedia, Inc.) have filed complaints with the Korea Fair Trade Commission alleging that
`the Company’s business practices are, in some way, a violation of South Korean anti—trust regulations. To date, the Company
`has not received the complaints but has submitted certain requested information and documents to the Korea Fair Trade
`Commission regarding rebates on chipset sales, chipset design integration and royalties on devices containing a
`QUALCOMM chipset.
`
`The Japan Fair Trade Commission has also received unspecified complaints alleging the Company’s business practices
`are, in some way, a violation of Japanese law. The Company has not received the complaints but has submitted certain
`requested information and documents to the Japan Fair Trade Commission.
`
`Although there can be no assurance that unfavorable outcomes in any of the foregoing matters would not have a material
`adverse effect on the Company’s operating results, liquidity or financial position, the Company believes the claims made by
`other parties are without merit and will vigorously defend the actions. Other than amounts relating to the Broadcom
`Corporation v. QUALCOMM Incorporated matter, the Company has not recorded any accrual for contingent liabilities
`associated with the other legal proceedings described above based on the Company’s belief that additional liabilities, while
`possible, are not probable. Further, any possible range of loss cannot be estimated at this time. The Company is engaged in
`numerous other legal actions arising in the ordinary course of its business and believes that the ultimate outcome of these
`actions will not have a material adverse effect on its operating results, liquidity or financial position.
`
`Purchase Obligations. The Company has agreements with suppliers and other parties to purchase inventory, other goods
`and services and long-lived assets and estimates its noncancelable obligations under these agreements for fiscal 2009 to 2013
`to be approximately $868 million, $121 million, $58 million, $67 million and $18 million, respectively, and $55 million
`thereafter. Of these amounts, commitments to purchase integrated circuit product inventories for fiscal 2009 and 2010
`comprised $663 million and $15 million, respectively.
`
`

`
`F-26
`
`

`
`Table of Contents
`
`QUALCOMM Incorporated
`NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
`
`Leases. The Company leases certain of its facilities and equipment under noncancelable operating leases, with terms
`ranging from less than one year to 35 years and with provisions for cost-of-living increases with certain leases. Rental
`expense for fiscal 2008, 2007 and 2006 was $75 million, $60 million and $47 million, respectively. The Company leases
`certain property under capital lease agreements that expire at various dates through 2043. Capital lease obligations are
`included in other liabilities. The future minimum lease payments for all capital leases and operating leases as of
`September 28, 2008 are as follows (in millions):
`
`2009
`2010
`2011
`2012
`2013
`Thereafter
`
`Total minimum lease payments
`
`Deduct: Amounts representing interest
`Present value of minimum lease payments
`Deduct: Current portion of capital lease obligations
`Long—term portion of capital lease obligations
`
`Note 9. Segment Information
`
`Capital
`Leases
`
`Operating
`Leases
`
`Total
`
`$
`
`10
`10
`10
`10
`10
`272
`
`$
`
`85
`65
`51
`32
`19
`20]
`
`$
`
`322
`
`LL53
`
`$
`
`$
`
`95
`75
`61
`42
`29
`473
`
`775
`
`179
`143
`1
`142
`
`$
`
`The Company is organized on the basis of products and services. The Company aggregates four of its divisions into the
`Qualcomm Wireless & Internet segment. Reportable segments are as follows:
`
`Qualcomm CDMA Technologies (QCT) — develops and supplies integrated circuits and system sofiware for
`wireless voice and data communications, multimedia functions and global positioning system products based on its
`CDMA technology and other technologies;
`
`Qualcomm Technology Licensing (QTL) ~— grants licenses to use portions of the Company’s intellectual property
`portfolio, which includes certain patent rights essential to and/or useful in the manufacture and sale of certain
`wireless products, including, without limitation, products implementing cdmaOne, CDMA2000, WCDMA, CDMA
`TDD, GSM/GPRS/EDGE and/or OFDMA standards and their derivatives, and collects license fees and royalties in
`partial consideration for such licenses;
`
`Qualcomm Wireless & Internet (QWI) — comprised of:
`
`o
`
`0
`
`0
`
`o
`
`Qualcomm Internet Services (QIS) — provides technology to support and accelerate the convergence of the
`wireless data market, including its BREW and QChat products and services;
`
`Qualcomm Government Technologies (QGOV) — provides development, hardware and analytical
`expertise to United States government agencies involving wireless communications technologies;
`
`Qualcomm Enterprise Services (QES) — provides satellite- and terrestrial-based two-way data messaging,
`position reporting and wireless application services to transportation companies, private fleets, construction
`equipment fleets and other enterprise companies. QES also sells products that operate on the Globalstar
`low-Earth-orbit satellite-based telecommunications system and provides related services; and
`
`Firethom — builds and manages software applications that enable financial institutions and wireless
`operators to offer mobile commerce services.
`
`Qualcomm Strategic Initiatives (QSI) —— manages the Company’s strategic investment activities, including
`MediaFLO USA, Inc. (MediaFLO USA), the Company’s wholly-owned wireless multimedia operator subsidiary.
`QSI makes strategic investments to promote the worldwide adoption of CDMA-based products and services.
`
`F-27
`
`

`
`la.|21c._QLC.‘..t;I1ts.1I_t_s
`
`QUALCOMM Incorporated
`NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
`
`The Company evaluates the performance of its segments based on earnings (loss) before income taxes (EBT). EBT
`includes the allocation of certain corporate expenses to the segments, including depreciation and amortization expense related
`to unallocated corporate assets. Certain income and charges are not allocated to segments in the Company’s management
`reports because they are not considered in evaluating the segments’ operating performance. Unallocated income and charges
`include certain investment income, certain share-based compensation and certain research and development expenses and
`marketing expenses that were not deemed to be directly related to the businesses of the segments. The table below presents
`revenues, EBT and total assets for reportable segments (in millions):
`
`2008
`
`Revenues
`EBT
`Total assets
`2007
`
`Revenues
`EBT
`Total assets
`2006
`
`Revenues
`EBT
`Total assets
`
`QCT
`
`QTL
`
`QWI
`
`QSI
`
`$6,717
`1,833
`1,425
`
`$5,275
`1,547
`921
`
`$4,332
`1,298
`651
`
`$3,622
`3,142
`2,668
`
`$2,772
`2,340
`29
`
`$2,467
`2,233
`60
`
`$785
`(1)
`183
`
`$828
`88
`200
`
`$731
`78
`215
`
`$
`
`12
`(304)
`1,458
`
`$
`
`1
`(240)
`896
`
`$ —
`(133)
`660
`
`Reconciling
`Items
`
`$
`
`6
`(844)
`18,829
`
`$
`
`(5)
`(109)
`16,449
`
`$
`
`(4)
`(320)
`13,622
`
`Total
`'
`
`$11,142
`3,826
`24,563
`
`$ 8,871
`3,626
`18,495
`
`$ 7,526
`3,156
`15,208
`
`Segment assets are comprised of accounts receivable, finance receivables and inventories for QCT, QTL and QWI. The
`QSI segment assets include certain marketable securities, notes receivable, wireless licenses, other investments and all assets
`of QSI’s consolidated subsidiary, MediaFLO USA, including property, plant and equipment. QSI’s assets related to the
`MediaFLO USA business totaled $1.2 billion, $457 million and $329 million at September 28, 2008, September 30, 2007 and
`September 24, 2006, respectively. QSI’s assets also included $20 million, $16 million and $19 million related to investments
`in equity method investees at September 28, 2008, September 30, 2007 and September 24, 2006, respectively. Reconciling
`items for total assets included $277 million, $215 million and $228 million at September 28, 2008, September 30, 2007 and
`September 24, 2006, respectively, of goodwill and other assets related to the Qualcomm MEMS Technologies division
`(QMT), a nonreportable segment developing display technology for mobile devices and other applications. Total segment
`assets differ from total assets on a consolidated basis as a result of unallocated corporate assets primarily comprised of certain
`cash, cash equivalents, marketable securities, property, plant and equipment, deferred tax assets, goodwill and other
`intangible assets of nonreportable segments. The net book values of long-lived assets located outside of the United States
`were $100 million, $89 million and $69 million at September 28, 2008, September 30, 2007 and September 24, 2006,
`respectively. The net book values of long-lived assets located in the United States were $2.1 billion, $1.7 billion and
`$1.4 billion at September 28, 2008, September 30, 2007 and September 24, 2006, respectively.
`
`Revenues from each of the Company’s divisions aggregated into the QWI reportable segment were as follows (in
`millions):
`
`QES
`QIS
`QGOV
`Firethom
`Eliminations
`Total QWI
`
`2008
`
`2007
`
`2006
`
`$
`
`$
`
`423
`299
`67
`(2)
`(2)
`785
`
`$
`
`$
`
`501
`272
`57
`——
`(2)
`828
`
`$
`
`$
`
`490
`194
`47
`——
`—
`731
`
`F-28
`
`

`
`QUALCOMM Incorporated
`NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
`
`Other reconciling items were comprised as follows (in millions):
`
`Revenues:
`
`Elimination of intersegment revenues
`Other nonreportable segments
`
`-
`Earnings (loss) before income taxes:
`Unallocated research and development expenses
`Unallocated selling, general, and administrative expenses
`Unallocated cost of equipment and services revenues
`Unallocated investment income, net
`Other nonreportable segments
`lntracompany eliminations
`
`2008
`
`I
`
`2007
`
`2006
`
`$
`
`$
`
`(18)
`24
`
`6
`
`$ (353)
`(326)
`(39)
`70
`(190) -
`(6)
`$ (844)
`
`$
`
`$
`
`(39)
`34
`
`(5)
`
`$ (341)
`(268)
`(39)
`718
`(158)
`(21)
`$ (109)
`
`$
`
`$
`
`(28)
`24
`
`(4)
`
`$ (331)
`(298)
`(41)
`455
`(92)
`(13)
`$ (320)
`
`During fiscal 2008, share-based compensation expense included in unallocated research and development expenses and
`unallocated selling, general and administrative expenses totaled $250 million and $251 million, respectively. During fiscal
`2007, share-based compensation expense included in unallocated research and development expenses and unallocated selling,
`general and administrative expenses totaled $221 million and $227 million, respectively. During fiscal 2006, share-based
`compensation expense included in unallocated research and development expenses and unallocated selling, general and
`administrative expenses totaled $216 million and $238 million, respectively. Unallocated cost of equipment and services
`revenues was comprised entirely of share-based compensation expense.
`
`Specified items included in segment EBT were as follows (in millions):
`
`2008
`
`Revenues from external customers
`Intersegment revenues
`Interest income
`Interest expense
`2007
`
`‘
`
`Revenues from external customers
`Intersegment revenues
`Interest income
`
`Interest expense
`2006
`
`Revenues from external customers
`Intersegment revenues
`Interest income
`
`Interest expense
`
`QCT
`
`QTL
`
`QWI
`
`QSI
`
`$6,709
`8
`2
`2
`
`$5,244
`31
`2
`
`—
`
`$4,314
`18
`1
`
`1
`
`$3,619
`3
`9
`1
`
`$2,771
`1
`14
`
`——
`
`$2,465
`2
`5
`
`—-—
`
`$778
`7
`2
`—
`.
`
`$821
`7
`1
`
`1
`
`$723
`8
`3
`
`1
`
`'
`
`$12
`—
`4
`7
`
`$ 1
`——
`7
`
`5
`
`$——
`—
`6
`
`2
`
`Intersegment revenues are based on prevailing market rates for substantially similar products and services or an
`approximation thereof, but the purchasing segment records the cost of revenues (or inventory write-downs) at the selling
`segment’s original cost. The elimination of the selling segment’s gross margin is included with other intersegment
`eliminations in reconciling items. Effectively all equity in earnings (losses) of investees was recorded in QSI in fiscal 2008,
`2007 and 2006.
`
`F-29
`
`

`
`.'.I_‘.a_t2.l.st..o.I..£1<;i1.ts:.ii_t.§.
`
`'
`QUALCOMM Incorporated
`NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
`
`The Company distinguishes revenues from external customers by geographic areas based on the location to which its
`products, software or services are delivered and, for QTL’s licensing and royalty revenues, the invoiced addresses of its
`licensees. Sales infonnation by geographic area was as follows (in millions):
`
`United States
`South Korea
`Japan
`China
`Other foreign
`
`Note 10. Acquisitions
`
`.
`
`2008
`
`$
`
`970
`3,872
`1,598
`2,309
`2,393
`$11,142
`
`2007
`
`$ 1,165
`2,780
`1,524
`1,875
`1,527
`$ 8,871
`
`2006
`
`$
`
`984
`2,398
`1,573
`1,266
`1,305
`$ 7,526
`
`During fiscal 2008, the Company acquired five businesses for total cash consideration of $260 million. Approximately
`$3 million in consideration payable in cash through June 2009 was held back as security for certain indemnification
`obligations. The Company is in the process of finalizing the accounting for the acquisitions and does not anticipate material
`adjustments to the preliminary purchase price allocations. Goodwill recognized in these transactions, of which $179 million
`is expected to be deductible for tax purposes, was assigned to the QWI and QCT segments in the amount of $179 million and
`$23 million, respectively. Technology-based intangible assets recognized in the amount of $57 million are being amortized
`on a straight-line basis over a weighted—average useful life of six years.
`
`During fiscal 2007, the Company acquired three businesses for total cash consideration of $181 million (of which
`$6 million was paid in fiscal 2008). Goodwill recognized in these transactions, of which $21 million is expected to be
`deductible for tax purposes, was assigned to the QCT and QWI segments in the amounts of $74 million and $10 million,
`respectively. Technology-based intangible assets recognized in the amount of $46 million are being amortized on a straight-
`line basis over a weighted-average useful life of three years.
`
`During fiscal 2006, the Company acquired three businesses for an aggregate of approximately $485 million in cash (of
`which $75 million was paid in fiscal 2007), $357 million in shares of QUALCOMM stock (of which $3 million was issued in
`fiscal 2007), and the exchange of existing vested options and warrants with an estimated aggregate fair value of
`approximately $38 million. In addition, the Company assumed existing unvested options with an estimated aggregate fair
`value of $76 million, which is recorded as share-based compensation over the requisite service period. Goodwill recognized
`in these three transactions, no amount of which is expected to be deductible for tax purposes, was assigned to the QTL and
`QCT segments in the amounts of $616 million and $42 million, respectively. Technology-based intangible assets recognized
`in the amount of $165 million are being amortized on a straight-line basis over a weighted-average useful life of seventeen
`years. Purchased in-process technology in the amount of $22 million was charged to research and development expense upon
`acquisition because technological feasibility had not been established and no future alternative uses existed.
`
`The consolidated financial statements include the operating results of these businesses from their respective dates of
`acquisition. Pro fonna results of operations have not been presented because the effects of the acquisitions were not material.
`
`Note 11. Summarized Quarterly Data (Unaudited)
`
`_
`
`The following financial information reflects all normal recurring adjustments that are, in the opinion of management,
`necessary for a fair statement of the results of the interim periods.
`
`p...':
`
`...._:
`
`.22»...
`
`_,..~.
`
`.
`
`...
`
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`
`_
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`
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`
`«
`
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`7
`
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`
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`
`F-3 0
`
`

`
`]‘_able of Contents
`
`QUALCOMM Incorporated
`NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
`
`The table below presents quarterly data for the years ended September 28, 2008 and September 30, 2007 (in millions,
`except per share data):
`
`2008
`
`Revenues U)
`Operating income (1)
`Net income (1)
`
`_
`
`Basic earnings per common share (2)
`Diluted earnings per common share (2)
`
`2007
`
`Revenues (1)
`Operating income (1)
`Net income (1)
`
`Basic earnings per common share (2)
`Diluted earnings per common share (2)
`
`1st Quarter
`
`2nd Quarter
`
`3rd Quarter
`
`4th Quarter
`
`$2,440
`757
`767
`
`$ 0.47
`$ 0.46
`
`$2,019
`576
`648
`
`$ 0.39
`$ 0.38
`
`$2,606
`813
`766
`
`$ 0.47
`$ 0.47
`
`$2,221
`748
`726
`
`$ 0.44
`$ 0.43
`
`$2,762
`824
`748
`
`$ 0.46
`$ 0.45
`
`$2,325
`782
`798
`
`$ 0.48
`$ 0.47
`
`$3,334
`1,335
`878
`
`$ 0.53
`$ 0.52
`
`$2,306
`777
`
`1,131
`
`$ 0.68
`$ 0.67
`
`(1)
`
`(2)
`
`Revenues, operating income and net income are rounded to millions each quarter. Therefore, the sum of the quarterly
`amounts may not equal the annual amounts reported.
`
`Earnings per share are computed independently for each quarter and the full year based upon respective average shares
`outstanding. Therefore, the sum of the quarterly earnings per share amounts may not equal the annual amounts reported.
`
`F-31
`
`

`
`Balance at
`End of
`Period
`
`$
`
`$
`
`(1)
`(73)
`(22)
`(101)
`
`$
`
`(36)
`(33)
`_i9)
`3;
`(89)
`
`$
`
`$
`
`(38)
`(3)
`(149)
`(190)
`
`];a_l2!.e...1>..f_£Z.<.:..r.r_l.s:_I1Ls_
`
`SCHEDULE II
`
`QUALCOMM INCORPORATED
`VALUATION AND QUALIFYING ACCOUNTS
`(In millions)
`
`Balance at
`Beginning of
`Period
`
`(Charged)
`Credited to
`Costs and
`Exgenses
`
`Deductions
`
`Other
`
`(5)01)
`$ ( 13)
`
`I I
`
`ITI»11
`
`(s1)<b>
`$ (81)
`
`Year ended September 24, 2006
`Allowances:
`
`'
`
`— trade receivables
`— notes receivable
`Valuation allowance on deferred tax assets
`
`Year ended September 30, 2007
`Allowances:
`
`— trade receivables
`—— notes receivable
`Valuation allowance on deferred tax assets
`
`Year ended September 28, 2008
`Allowances:
`
`— trade receivables
`— notes receivable
`Valuation allowance on deferred tax assets
`
`$
`
`$
`
`$
`
`$
`
`$
`
`$
`
`(2)
`(63)
`(69)
`( 134)
`
`(1)
`(78)
`(22)
`(101)
`
`(T5)
`46
`
`3 I
`
`$
`
`$
`
`(37)
`(13)
`__{l)
`s
`(51)
`
`(36)
`(33)
`(20)
`(89)
`
`$
`
`(5)
`(2)
`_____££§)
`$
`(55)
`
`$
`
`$
`
`$ .
`
`$
`
`$
`
`$
`
`1
`
`14
`
`15
`
`2
`58
`3
`
`63
`
`3
`32
`
`35
`
`(3)
`
`(W
`
`This amount was charged to paid-in capital.
`
`This amount was charged to other comprehensive loss.
`
`S-1
`
`

`
`EXHIBIT 10.80
`
`QUALCONVW
`
`RESTRICTED STOCK UNIT GRANT NOTICE
`
`QUALCOMM Incorporated (the “Company”), pursuant to its 2006 Long-Term Incentive Plan (the “Pan”) hereby grants to
`the Participant named below the number of Restricted Stock Units set forth below, each of which is a bookkeeping entry
`representing the equivalent in value of one (1) share of the Company’s common stock. The Restricted Stock Unit Award is
`subject to all of the terms and conditions as set forth herein and the Restricted Stock Unit Agreement (attached hereto) and
`the Plan‘ which are incorporated herein in their entirety.
`
`Participant: <<First_Name>> «Last_Name»
`Emp #: «ID»
`Date of Grant: '«Grant_Date»
`
`Vesting Schedule
`
`Units
`
`_
`
`<< Shares__Period_1 >>
`«Shares_Period_2»
`<<Shares_Period_3>>
`«Shares_Period_4»
`
`Grant No.: «Number»
`Shares Subject to Restricted Stock Unit: «Shares_Granted»
`
`Vesting Date
`
`« Vest_Date__Period_1 »
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`Additional Terms/Acknowledgments: The Participant acknowledges (in the form determined by the Company) receipt of,
`and represents that the Participant has read, understands, accepts and agrees to the terms and conditions of the following: this
`Grant Notice, the Restricted Stock Unit Agreement and the Plan (including, but not limited to, the binding arbitration
`provision in Section 3.7 of the Plan). Participant hereby accepts the Restricted Stock Unit Award subject to all of its terms
`and conditions and further acknowledges that as of the Date of Grant, this Grant Notice, the Restricted Stock Unit Agreement
`and the Plan set forth the entire understanding between Participant and the Company regarding the acquisition of stock in the
`Company and supersedes all prior oral and written agreements pertaining to this particular Restricted Stock Unit Award.
`
`QUALCOMM Incorporated:
`Dr. Paul E. Jacobs
`Chief Executive Officer
`
`Dated: <<Grant_Date»
`
`Attachment: Restricted Stock Unit Agreement (RSU-A1)
`
`‘
`
`A copy of the Plan can be obtained from the Stock Administration website, located on the Company’s internal webpage,
`or you may request a hard copy from the Stock Administration Department.
`
`

`
`QUALCOMM INCORPORATED
`2006 LONG-TERM INCENTIVE PLAN
`RESTRICTED STOCK UNIT AGREEMENT
`
`Pursuant to the Grant Notice and this Restricted Stock Unit Agreement (the “Agreement”), Qualcomm Incorporated (the
`“Company”) has granted you a Restricted Stock Unit Award with respect to the number of shares of the Company’s common
`stock (“Stock”) indicated in the Grant Notice. Capitalized terms not explicitly defined in this Agreement but defined in the
`QUALCOMM Incorporated 2006 Long-Term Incentive Plan (the “Plan”) shall have the same definitions as in the Plan.
`
`The details of this Restricted Stock Unit Award are as follows:
`
`1. SERVICE AND VESTING.
`
`1.1 SERVICE. As provided in the Plan and notwithstanding any other provision of this Agreement, the Company
`reserves the right, in its sole discretion, to determine when your Service has terminated, including in the event of any leave of
`absence or part-time Service.
`
`1.2 VESTING. Except as otherwise provided in the Plan or this Agreement, this Restricted Stock Unit Award will vest
`on the dates provided in the Grant Notice (the “Vesting Dates”). Notwithstanding any other provision of the Plan or this
`Agreement, the Company reserves the right, in its sole discretion, to suspend vesting of this Restricted Stock Unit Award in
`the event of any leave of absence or part-time Service.
`
`2. SETTLEMENT or TIIE RESTRICTED STOCK UNITS.
`
`2.1 FORM AND TIMING OF PAYMENT. Subject to the other terms of the Plan and this Agreement, any Restricted Stock
`Units that vest and become nonforfeitable in accordance with the Grant Notice will be paid to you in whole shares of Stock
`within 30 days after the applicable Vesting Date. Unless and until the Restricted Stock Units vest on the applicable Vesting
`Dates, you will have no right to payment of any such Restricted Stock Units.
`
`2.2 TAX WITHHOLDING. You agree that, as a condition to your receipt of shares of Stock pursuant to this Restricted
`Stock Unit Award, you will make arrangements satisfactory to the Company and/or the Participating Company that employs
`you (the “Employer”) for the satisfaction of all withholding obligations of the Company and/or the Employer arising by
`reason of the vesting or payment of Restricted Stock Units. The withholding obligations may be paid in cash, cash equivalent
`or by check; provided, however, that payment by check shall be permitted only to the extent authorized by the Company, in
`its discretion. To the extent you do not satisfy the minimum tax withholding obligations by means of cash, a cash equivalent
`payment or by check (provided the Company permits payment by check), you authorize the Company and/or the Employer to
`satisfy such withholding obligations by one or a combination of the following methods: (i) withholding from your pay and
`any other amounts payable to you; (ii) withholding in shares of Stock from the payment of the Restricted Stock Units; or
`(iii) arranging for the sale of shares of Stock acquired upon vesting of the
`
`l
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`Restricted Stock Units (on your behalf and at your direction pursuant to this authorization). If the Company and/or the
`Employer satisfies the withholding obligations by withholding a number of whole shares of Stock as described in subsection
`(ii) herein, you will be deemed to have been issued the full number of shares of Stock subject to the Restricted Stock Unit
`Award, notwithstanding that a number of shares is held back in order to satisfy the withholding obligations. The Company
`shall not be required to issue any shares of Stock pursuant to this Agreement unless and until the withholding obligations are
`satisfied.
`
`2.3 EFFECT or TERMINATION or SERVICE. Except as otherwise expressly set forth in this Section 2.3, in the event of
`the termination of your Service for any reason, whether voluntary or involuntary, all unvested Restricted Stock Units shall be
`immediately forfeited without consideration.
`
`(a) Disability. If your Service with the Company or any Participating Company terminates because of your Disability
`(as defined in the Plan), the vesting of your Restricted Stock Unit Award shall be accelerated in full effective as of the date
`on which your Service tenninates due'to your Disability.
`
`(b) Death. If your Service with the Company or any Participating Company terminates because of your death or
`because of your Disability and such termination is subsequently followed by your death, the vesting of the Restricted Stock
`Unit Award shall be accelerated in full effective upon your death.
`
`(c) Termination After Change in Control. If your Service with the Company or any Participating Company
`terminates as a result of Termination After Change in Control (as defined below), then the vesting of the Restricted Stock
`Unit shall be accelerated in full effective as of the date on which your Service terminates.
`
`(d) Certain Definitions.
`
`(i) “Cause” shall mean any of the following: (1) your theft, dishonesty, or falsification of any Participating Company
`documents or records; (2) your improper use or disclosure of a Participating Company’s confidential or proprietary
`information; (3) any action by you which has a detrimental effect on a Participating Company’s reputation or business;
`(4) your failure or inability to perform any reasonable assigned duties afier 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
`
`2
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`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
`
`0 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.
`
`g
`iii “Termination A ter Chan e in Control” shall mean either of the following events occurring within twen -four
`(24) months after a Change in Control:
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`

`
`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.
`
`Notwithstanding any provision herein to the contrary, Termination After Change in Control shall not include any
`t