Exhibit 99.2
QUALCOMM Incorporated
STOCK OPTION GRANT NOTICE
QUALCOMM Incorporated (the “Company”), pursuant to its 2006 Long-Term Incentive Plan (the
“Plan”) hereby grants to the Optionee named below a non-qualified stock option to purchase the
number of shares of the Company’s common stock set forth below. This non-qualified stock option is
not intended to qualify for the federal income tax benefits available to an “incentive stock
option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended. This
option is subject to all of the terms and conditions as set forth herein and the Stock Option
Agreement (attached hereto) and the Plan1 which are incorporated herein in their
entirety.
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Optionee: «First_Name» «Last_Name»
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Grant No.: «Number» |
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Emp #: «ID»
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Shares Subject to Option: «Shares_Granted» |
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Date of Grant: «Option_Date»
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Expiration Date: «Expiration_Date_Period_1» |
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Exercise Price Per Share: «Option_Price» |
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Vesting Schedule
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Full Vesting Date
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Expiration Date |
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«Vest_Date_Period_1»
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«Expiration_Date_Period_1» |
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«Vest_Date_Period_2»
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«Expiration_Date_Period_2» |
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These option shares vest on each monthly anniversary date after «Vest_Date_Period_1» as to
1/60th of the total shares subject to option on each monthly anniversary or the grant
date. |
Additional Terms/Acknowledgments: The Optionee acknowledges (in the form determined by the
Company) receipt of, and represents that the Optionee has read, understands, accepts and agrees to
the terms and conditions of the following: this Grant Notice, the Stock Option Agreement and the
Plan (including, but not limited to, the binding arbitration provision in Section 3.7 of the Plan).
Optionee hereby accepts the Option subject to all of its terms and conditions and further
acknowledges that as of the Date of Grant, this Grant Notice, the Stock Option Agreement and the
Plan set forth the entire understanding between Optionee and the Company regarding the acquisition
of stock in the Company and supersedes all prior oral and written agreements pertaining to this
particular option.
Note: The Optionee is solely responsible for any election to exercise the option, and the Company
shall have no obligation whatsoever to provide notice to the Optionee of any matter, including, but
not limited to, the date the option terminates.
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| QUALCOMM Incorporated: |
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By: |
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Dr. Paul E. Jacobs
Chief Executive Officer
Dated: «Option_Date» |
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Attachment: Stock Option Agreement (A12)
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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
Employee Stock Option Agreement
Pursuant to the Grant Notice and this Stock Option Agreement, QUALCOMM Incorporated (the
“Company”) has granted you an Option to purchase the number of shares of the Company’s common stock
(“Stock”) indicated in the Grant Notice at the exercise price indicated in the Grant Notice.
Defined terms not explicitly defined in this Stock Option 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 Option 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 Option will vest as provided in the Grant Notice. Notwithstanding any other provision of the
Plan or this Agreement, the Company reserves the right, in its sole discretion, to suspend vesting
of this Option in the event of any leave of absence or part-time Service.
2. Exercise of the Option.
2.1 Method of Exercise. You may exercise the vested portion of
this Option at any time prior to the expiration of the Option by delivering a notice of exercise in
such form as may be designated by the Company from time to time together with the exercise price to
the Secretary of the Company, or to such other person as the Company may designate, during regular
business hours and prior to the expiration of the Option, together with such additional documents
as the Company may then require pursuant to the terms of the Plan.
2.2 Method Of Payment. Payment of the exercise price may be by
cash (or check), or pursuant to a program developed under Regulation T as promulgated by the
Federal Reserve Board which, prior to the issuance of Stock, results in either the receipt of cash
(or check) by the Company or the receipt of irrevocable instructions to a broker which provides for
the payment of the aggregate exercise price to the Company, or a combination of the above methods,
as the Company may designate from time to time.
2.3 Tax Withholding. By exercising this Option you agree that as
a condition to any exercise of this Option, the Company may withhold from your pay and any other
amounts payable to you, or require you to enter an arrangement providing for the payment by you to
the Company of any tax withholding obligation of the Company arising by reason of (1) the exercise
of this Option; (2) the lapse of any substantial risk of forfeiture to which the Stock is subject
at the time of exercise; or (3) the disposition of Stock acquired upon such exercise.
2.4 Responsibility For Exercise. You are responsible for taking
any and all actions as may be required to exercise this Option in a timely manner and for properly
executing any such documents as may be required for exercise in accordance with such rules and
procedures as may be established from time to time. By signing this Agreement you acknowledge that
information regarding the procedures and requirements
Form A12
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for this exercise of the Option is available to you on request. The Company shall have no duty or
obligation to notify you of the expiration date of this Option.
2.5 Effect of Termination of Service.
(a) Option Exercisability. Subject to earlier termination of the Option as
otherwise provided herein and unless otherwise provided by the Committee in the Grant Notice, the
Option shall be exercisable after your termination of Service only during the applicable time
period determined in accordance with this Section and thereafter shall terminate.
(i) Disability. If your Service terminates because of your Disability, the Option
shall continue for the period of such Disability under the terms and conditions of the Option
Agreement and may be exercised by you at any time during the period of Disability but in any event
no later than the date of expiration of the Option’s term set
forth in Section 4 (the “Option
Expiration Date”).
(ii) Death. If your Service terminates because of your death or because of your
Disability and such termination is subsequently followed by your death, (A) the exercisability and
vesting of the Option shall be accelerated effective upon your death, and (B) the Option, to the
extent unexercised and exercisable on the date of your death, may be exercised by your legal
representative or other person who acquired the right to exercise the Option by reason of your
death at any time prior to the expiration of twelve (12) months after the date of your death, but
in any event no later than the Option Expiration Date.
(iii) Normal Retirement Age. If your Service terminates at or after Normal
Retirement Age, the Option, to the extent unexercised and exercisable on the date on which your
Service terminated, may be exercised by you at any time prior to the expiration of twelve (12)
months after the date on which your Service terminated, but in any event no later than the Option
Expiration Date.
(iv) Termination After Layoff. If your Service ceases as a result of “Layoff” (as
defined below), then, subject to your execution of a general release of claims satisfactory to the
Company, (A) the exercisability and vesting of the Option shall be accelerated effective as of the
date on which your Service terminated by ten percent (10%) of the shares which would otherwise be
unvested on such date, and (B) the Option, to the extent unexercised and exercisable on the date on
which your Service terminated, may be exercised by you (or your guardian or legal representative)
at any time prior to the expiration of six (6) months after the date on which your Service
terminated, but in any event no later than the Option Expiration Date. Notwithstanding the
foregoing, if the Company’s auditors determine that the provisions or operation of the preceding
sentence would cause the Company to incur a compensation expense and provided further that in the
absence of the preceding sentence no such compensation expense would be incurred, then the
preceding sentence shall be without force or effect, and the vesting and exercisability of each
outstanding Option and any shares acquired upon the exercise thereof shall be determined under any
other applicable provision of the Plan, the Grant Notice or this Option Agreement.
(v) Termination Upon Transfer to Non-Control Affiliate. If at the request of the
Company, you transfer Service to a Non-Control Affiliate and your Service ceases as a result, then,
subject to your execution of a general release of claims form reasonably satisfactory to the
Company, the Option, to the extent unexercised and exercisable on the date on which your Service
terminated, may be exercised by you (or your guardian or legal representative) at any time prior to
the expiration of twelve (12) months after the date on which your Service terminated, but in any
event no later than the Option Expiration Date.
(vi) Termination After Change in Control. If your Service ceases as a result of
Termination After Change in Control (as defined below), then (A) the exercisability and vesting of
the Option shall be accelerated effective as of the date on which the your Service terminated, and
(B) the Option, to
Form A12
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the extent unexercised and exercisable on the date on which your Service terminated, may be
exercised by you (or your guardian or legal representative) at any time prior to the expiration of
six (6) months after the date on which your Service terminated, but in any event no later than the
Option Expiration Date.
(vii) Other Termination of Service. Except as otherwise provided in Section
2.5(a)(i) through (vi), if your Service with the Participating Company Group terminates for any
reason, then to the extent unexercised and exercisable by you on the date on which your Service
terminates, the Option may be exercised by you at any time prior to the expiration of thirty (30)
days after the date on which your Service terminates, but in any event no later than the Option
Expiration Date.
(b) Extension if Exercise Prevented by Law. Notwithstanding the foregoing, other
than termination for Cause, if the exercise of the Option within the applicable time periods set
forth in Section 2.5(a) is prevented by the provisions of the Plan, the Option shall remain
exercisable until three (3) months after the date you are notified by the Company that the Option
is exercisable, but in any event no later than the Option Expiration Date.
(c) Extension if Subject to Section 16(b). Notwithstanding the foregoing, other
than termination for Cause, if a sale within the applicable time periods set forth in Section
2.5(a) of shares acquired upon the exercise of the Option would subject you to suit under Section
16(b) of the Exchange Act, the Option shall remain exercisable until the earliest to occur of (i)
the tenth (10th) day following the date on which a sale of such shares by you would no longer be
subject to such suit, (ii) the one hundred and ninetieth (190th) day after your termination of
Service, or (iii) the Option Expiration Date.
(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 after 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 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 the Participating Company Group immediately prior to the date of
the 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 the 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 the 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
Form A12
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comparable to yours), or (B) your bonus compensation, if any, in effect immediately prior
to the date of the 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
f) 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.
(iii) “Layoff” shall mean the involuntary termination of your Service for reasons
other than Cause, constructive termination, death, or Disability.
(iv) “Termination After Change in Control” shall mean either of the following
events occurring within twenty-four (24) months after a Change in Control:
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 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.
3. Securities Law Compliance. Notwithstanding anything to the contrary
contained herein, this Option may not be exercised unless the Stock issuable upon exercise of this
Option is then registered under the Securities Act or, if such Stock is not then so registered, the
Company has determined that such exercise and issuance would be exempt from the registration
requirements of the Securities Act.
4. Termination of the Option. The term of this Option commences on the
Date of Grant (as specified in the Grant Notice) and expires and shall no longer be exercisable
upon the earliest of:
(a) the Expiration Date indicated in the Grant Notice;
(b) the tenth (10th) anniversary of the Date of Grant;
Form A12
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(c) the last day for exercising the Option following termination of your Service as
described in Section 2.5; or
(d) a Change of Control, to the extent provided in Section 5.
5. 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 consent, either assume the Company’s
rights and obligations under this Option or substitute for this Option a substantially equivalent
option for the Acquiring Corporation’s stock. In the event the Acquiring Corporation elects not to
assume or substitute for this Options in connection with a Change in Control, the exercisability
and vesting of this Option and any shares acquired upon the exercise thereof held by you, so long
as your Service has not terminated prior to such date, shall be accelerated, effective as of the
date ten (10) days prior to the date of the Change in Control. The exercise or vesting of any
Option and any shares acquired upon the exercise thereof that was permissible solely by reason of
this Section shall be conditioned upon the consummation of the Change in Control. If this Option
is neither assumed or substituted for by the Acquiring Corporation in connection with the Change in
Control nor exercised as of the date of the Change in Control, it shall terminate and cease to be
outstanding effective as of the date of the Change in Control. Notwithstanding the foregoing,
shares acquired upon exercise of this Option 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 Option Agreement except as otherwise provided in this Option
Agreement. Furthermore, notwithstanding the foregoing, if the corporation the stock of which is
subject to this Option 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 Code without regard to the provisions of Section 1504(b) of the
Code, this Option shall not terminate unless the Committee otherwise provides in its discretion.
6. Transferability. An Incentive Stock Option shall not be transferable
except by will or by the laws of descent and distribution, and shall be exercisable during the
lifetime of the person to whom the Incentive Stock Option is granted only by such person. A vested
Nonstatutory Stock Option shall not be transferable in any manner (including without limitation,
sale, alienation, anticipation, pledge, encumbrance, or assignment) other than, (i) by will or by
the laws of descent and distribution, (ii) by written designation of a beneficiary, in a form
acceptable to the Company, with such designation taking effect upon your death, (iii) by delivering
written notice to the Company, in a form acceptable to the Company (including such representations,
warranties and indemnifications as the Company shall require you to make to protect the Company’s
interests and ensure that this Nonstatutory Stock Option has been transferred under the
circumstances approved by the Company), by gift to your spouse, former spouse, children,
stepchildren, grandchildren, parent, stepparent, grandparent, sibling, niece, nephew,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law,
persons having one of the foregoing types of relationship with you due to adoption, any person
sharing your household (other than a tenant or employee), a foundation in which these persons or
you control the management of assets, and any other entity in which these persons (or you) own more
than fifty percent of the voting interests. A transfer to an entity in which more than fifty
percent of the voting interests are owned by these persons (or you) in exchange for an interest in
that entity is specifically included as a permissible type of transfer. In addition, a transfer to
a trust created solely for the benefit (i.e., you and/or any or all of the foregoing persons hold
more than 50 percent of the beneficial interest in the trust) of you and/or any or all of the
foregoing persons is also a permissible transferee, or (iv) such other transferees as may be
authorized by the Committee in its sole and absolute discretion. During your life this
Nonstatutory Stock Option is exercisable only by you or a transferee satisfying the above
conditions. Except in the event of your death, upon transfer of a Nonstatutory
Stock Option to any or all of the foregoing persons, you, as the Optionee, are liable for any
and all taxes due upon exercise of those transferred Nonstatutory Stock Options. At no time will a
transferee who is considered an affiliate under Rule 144(a)(1) be able to sell any or all such
Stock without complying with Rule
Form A12
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144. The right of a transferee to exercise the transferred
portion of this Nonstatutory Stock Option shall terminate in accordance with your right of exercise
under this Nonstatutory Stock Option and is further subject to such representations, warranties and
indemnifications from the transferee that the Company requires the transferee to make to protect
the Company’s interests and ensure that this Nonstatutory Stock Option has been transferred under
the circumstances approved by the Company. Once a portion of a Nonstatutory Stock Option is
transferred, no further transfer may be made of that portion of the Nonstatutory Stock Option.
7. Option Not a Service Contract. This Option is not an employment or
service contract and nothing in this Stock Option 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
the Company, or of the Company to continue your service with the Company. In addition, nothing in
your Option 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.
8. Notices. Any notices provided for in this Stock Option 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.
9. Arbitration. Any dispute or claim concerning any Options 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 the Option, you and the Company waive your respective rights to have any
such disputes or claims tried by a judge or jury.
10. Amendment. The Board may amend your Option at any time, provided no
such amendment may adversely affect the Option or any unexercised portion of your Option, without
your consent unless such amendment is necessary to comply with any applicable law or government
regulation. No amendment or addition to this Stock Option Agreement shall be effective unless in
writing or, in such electronic form as may be designated by the Company.
11. Governing Plan Document. Your Option is subject to this Stock Option
Agreement, the Grant Notice and all the provisions of the Plan, the provisions of which are hereby
made a part of this Stock Option 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 Stock Option Agreement,
the Grant Notice and those of the Plan, the provisions of the Plan shall control.
Form A12
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QUALCOMM INCORPORATED
2006 Long-Term Incentive Plan
Non-Employee Director Stock Option Grant Notice
(Initial Option)
QUALCOMM Incorporated (the “Company”), pursuant to its 2006 Long-Term Incentive Plan (the
“Plan”) hereby grants to the Optionee named below a non-qualified stock option to purchase the
number of shares of the Company’s common stock set forth below. This non-qualified stock option is
not intended to qualify for the federal income tax benefits available to an “incentive stock
option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended. This
option is subject to all of the terms and conditions as set forth herein and the Stock Option
Agreement (attached hereto) and the Plan2 which are incorporated herein in their
entirety.
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Optionee/Emp #: «First_Name» «Last_Name» #«ID»
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Grant No.: «Number» |
Date of Grant: «Option_Date»
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Shares Subject to Option: |
Exercise Price Per Share: «Option_Price»
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Expiration Date: «Expiration_Date_Period_1» |
Vesting Schedule
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Exercisable Shares
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Full Vesting Date |
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Twenty percent (20%) of the total shares vest and become exercisable on the first anniversary
of the grant date and 1/60th of the total shares vest and become exercisable on each
monthly anniversary of the grant date, beginning on the date thirteen (13) months after the
grant date. |
Additional Terms/Acknowledgments: The undersigned Optionee acknowledges receipt of, and represents
that the Optionee has read, understands, accepts and agrees to the terms of the following: this
Grant Notice, the Stock Option Agreement and the Plan (including, but not limited to, the binding
arbitration provision in Section 3.7 of the Plan). Optionee hereby accepts the Option subject to
all of its terms and conditions and further acknowledges that as of the Date of Grant, this Grant
Notice, the Stock Option Agreement and the Plan set forth the entire understanding between Optionee
and the Company regarding the acquisition of stock in the Company and supersedes all prior oral and
written agreements pertaining to this particular option.
Note: The Optionee is solely responsible for notifying the Company, in a timely manner, of any
election to exercise the option, and the Company shall have no obligation whatsoever to provide
notice to the Optionee of any matter, including, but not limited to, the date the option
terminates.
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| QUALCOMM Incorporated: |
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Optionee: |
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By: |
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| Dr. Paul E. Jacobs |
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Signature |
| Chief Executive Officer |
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| Dated: «Option_Date» |
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Date: |
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Attachment: Stock Option Agreement
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| 2 |
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A copy of the Plan can be obtained on Stock
Admin’s website, located on the Company’s internal webpage, or you
may request a hard copy from the Stock Administration Department. |
1
QUALCOMM INCORPORATED
2006 Long-Term Incentive Plan
Non-Employee Director Stock Option Grant Notice
(Annual Option)
QUALCOMM Incorporated (the “Company”), pursuant to its 2006 Long-Term Incentive Plan (the “Plan”)
hereby grants to the Optionee named below a non-qualified stock option to purchase the number of
shares of the Company’s common stock set forth below. This non-qualified stock option is not
intended to qualify for the federal income tax benefits available to an “incentive stock option”
within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended. This option is
subject to all of the terms and conditions as set forth herein and the Stock Option Agreement
(attached hereto) and the Plan3 which are incorporated herein in their entirety.
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Optionee/Emp #: «First_Name» «Last_Name» #«ID»
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Grant No.: «Number» |
Date of Grant: «Option_Date»
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Shares Subject to Option: |
Exercise Price Per Share: «Option_Price»
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Expiration Date: «Expiration_Date_Period_1» |
Vesting Schedule
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| Expiration Date
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Exercisable Shares
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Full Vesting Date |
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«Vest_Date_Period_1»
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«Expiration_Date_Period_1» |
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Ten percent (10%) of the total shares vest and become exercisable on the date six (6) months
after the grant date and 1/60th of the total shares vest and become exercisable on
each monthly anniversary of the grant date, beginning on the date seven (7) months after the
grant date. |
Additional Terms/Acknowledgments: The undersigned Optionee acknowledges receipt of, and represents
that the Optionee has read, understands, accepts and agrees to the terms of the following: this
Grant Notice, the Stock Option Agreement and the Plan (including, but not limited to, the binding
arbitration provision in Section 3.7 of the Plan). Optionee hereby accepts the Option subject to
all of its terms and conditions and further acknowledges that as of the Date of Grant, this Grant
Notice, the Stock Option Agreement and the Plan set forth the entire understanding between Optionee
and the Company regarding the acquisition of stock in the Company and supersedes all prior oral and
written agreements pertaining to this particular option.
Note: The Optionee is solely responsible for notifying the Company, in a timely manner, of any
election to exercise the option, and the Company shall have no obligation whatsoever to provide
notice to the Optionee of any matter, including, but not limited to, the date the option
terminates.
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| QUALCOMM Incorporated: |
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Optionee: |
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By: |
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| Dr. Paul E. Jacobs |
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Signature |
| Chief Executive Officer |
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| Dated: «Option_Date» |
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Date: |
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Attachment: Stock Option Agreement
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| 3 |
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A copy of the Plan can be obtained on Stock
Admin’s website, located on the Company’s internal webpage, or you
may request a hard copy from the Stock Administration Department. |
1
QUALCOMM Incorporated
2006 Long-Term Incentive Plan
Non-Employee Director Stock Option Agreement
Pursuant to the Grant Notice and this Stock Option Agreement, QUALCOMM Incorporated (the
“Company”) has granted you an Option to purchase the number of shares of the Company’s common stock
(“Stock”) indicated in the Grant Notice at the exercise price indicated in the Grant Notice. The
Grant Notice shall specify whether such Option is an Initial Option or an Annual Option. Defined
terms not explicitly defined in this Stock Option 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 Option are as follows:
12. Right to Decline Option. Subject to the execution by a Non-Employee
Director of this Option Agreement, the Option shall be granted as authorized by the Board from time
to time. Notwithstanding the foregoing, any person may elect not to receive an Option by
delivering written notice of such election to the Board no later than the day prior to the date
such Option would otherwise be granted. A person so declining an Option shall receive no payment
or other consideration in lieu of such declined Option. A person who has declined an Option may
revoke such election by delivering written notice of such revocation to the Board no later than the
day prior to the date such Option would be granted according to the authorization of the Board.
13. Vesting. Subject to the limitations contained herein, this Option will
vest as provided in the Grant Notice, provided that vesting will cease upon the termination of your
Service, unless such termination is due to Disability or death. If termination of Service is due
to Disability or death, then the exercisability and vesting of the Option shall continue or
accelerate to the extent provided for in the Plan and this Agreement.
14. Exercise of the Option.
14.1 Method of Exercise. You may exercise the vested portion of
this Option at any time prior to the expiration of the Option by delivering a notice of exercise in
such form as may be designated by the Company from time to time together with the exercise price to
the Secretary of the Company, or to such other person as the Company may designate, during regular
business hours and prior to the expiration of the Option, together with such additional documents
as the Company may then require pursuant to the terms of the Plan. Each Option shall vest and
become exercisable as set forth below and shall terminate and cease to be exercisable on the tenth
(10) anniversary date of grant of the Option, unless earlier terminated in accordance with the
terms of the Plan or as set forth below.
14.2 Method Of Payment. Payment of the exercise price may be by
cash (or check), or pursuant to a program developed under Regulation T as promulgated by the
Federal Reserve Board which, prior to the issuance of Stock, results in either the receipt of cash
(or check) by the Company or the receipt of irrevocable instructions to a broker which provides for
the payment of the aggregate exercise price to the Company, or a combination of the above methods,
as the Company may designate from time to time.
14.3 Tax Withholding. By exercising this Option you agree that as
a condition to any exercise of this Option, the Company may withhold from your pay and any other
amounts payable to you, or require you to enter an arrangement providing for the payment by you to
the Company of any tax withholding obligation of the Company arising by reason of (1) the exercise
of this Option; (2) the lapse of any substantial risk of forfeiture to which the Stock is subject
at the time of exercise; or (3) the disposition of Stock acquired upon such exercise.
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14.4 Responsibility For Exercise. You are responsible for taking
any and all actions as may be required to exercise this Option in a timely manner and for properly
executing any such documents as may be required for exercise in accordance with such rules and
procedures as may be established from time to time. By signing this Agreement you acknowledge that
information regarding the procedures and requirements for this exercise of the Option is available
to you on request. The Company shall have no duty or obligation to notify you of the expiration
date of this Option.
14.5 Effect of Termination of Service.
(a) Option Exercisability. Subject to earlier termination of the Option as
otherwise provided herein and unless otherwise provided by the Board in the Grant Notice, an Option
shall be exercisable after your termination of Service only during the applicable time period
determined in accordance with this Section and thereafter shall terminate.
(i) Disability and Normal Retirement Age. If your Service terminates because of
your Disability or after you reach Normal Retirement Age, then except as otherwise provided in
Section 3.5(a)(ii), (A) your Service shall be deemed to continue and the exercisability and vesting
of the Option and, in the case of an immediately exercisable option, the shares acquired upon
exercise thereof shall continue under the terms and conditions of this Option Agreement, and (B)
the Option to the extent unexercised and exercisable may be exercised by you (or, your guardian or
legal representative) at any time prior to the expiration of the Option’s term as set forth below
(the “Option Expiration Date”).
(ii) Death. If your Service terminates because of your death, or if you die after
attaining Normal Retirement Age, or after your Disability, then, (A) the exercisability and vesting
of the Option and any shares acquired on the exercise thereof shall be accelerated effective as of
the date of your death, and (B) the Option, to the extent unexercised and exercisable on the date
of your death, may be exercised by your legal representative or other person who acquired the right
to exercise the Option by reason of your death at any time prior to the expiration of twelve (12)
months after the date of your death, but in any event no later than the Option Expiration Date.
(iii) Other Termination of Service. If your Service with the Participating Company
Group terminates prior to Normal Retirement Age for any reason except Disability, or death, the
Option, to the extent unexercised and exercisable by you on the date on which your Service
terminates, may be exercised by you at any time prior to the expiration of twelve (12) months after
the date on which your Service terminates, but in any event no later than the Option Expiration
Date.
(b) Extension if Exercise Prevented by Law. Notwithstanding the foregoing, if the
exercise of an Option within the applicable time periods set forth in Section 3.5(a) is prevented
by the provisions of the Plan, the Option shall remain exercisable until three (3) months after the
date you are notified by the Company that the Option is exercisable, but in any event no later than
the Option Expiration Date.
(c) Extension if Subject to Section 16(b). Notwithstanding the foregoing, if a sale
within the applicable time periods set forth in Section 3.5(a) of shares acquired upon the exercise
of the Option would subject you to suit under Section 16(b) of the Exchange Act, the Option shall
remain exercisable until the earliest to occur of (i) the tenth (10th) day following the date on
which a sale of such shares by you would no longer be subject to such suit, (ii) the one hundred
and ninetieth (190th) day after your termination of Service, or (iii) the Option Expiration Date.
15. Transferability. This Option shall not be transferable in any manner
(including without limitation, sale, alienation, anticipation, pledge, encumbrance, or assignment)
other than, (i) by will or by the laws of descent and distribution, (ii) by written designation of
a beneficiary, in a form acceptable to the Company, with such designation taking effect upon your
death, (iii) by delivering written notice to the
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Company, in a form acceptable to the Company (including such representations, warranties and
indemnifications as the Company shall require you to make to protect the Company’s interests and
ensure that this Option has been transferred under the circumstances approved by the Company), by
gift to your spouse, former spouse, children, stepchildren, grandchildren, parent, stepparent,
grandparent, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law, or sister-in-law, persons having one of the foregoing types of relationship with
you due to adoption, any person sharing your household (other than a tenant or employee), a
foundation in which these persons or you control the management of assets, and any other entity in
which these persons (or you) own more than fifty percent of the voting interests. A transfer to an
entity in which more than fifty percent of the voting interests are owned by these persons (or you)
in exchange for an interest in that entity is specifically included as a permissible type of
transfer. In addition, a transfer to a trust created solely for the benefit (i.e., you and/or any
or all of the foregoing persons hold more than 50 percent of the beneficial interest in the trust)
of you and/or any or all of the foregoing persons is also a permissible transferee, or (iv) such
other transferees as may be authorized by the Board in its sole and absolute discretion. During
your life this Option is exercisable only by you or a transferee satisfying the above conditions.
Except in the event of your death, upon transfer of an Option to any or all of the foregoing
persons, you, as the Optionee, are liable for any and all taxes due upon exercise of those
transferred Options. At no time will a transferee who is considered an affiliate under Rule
144(a)(1) be able to sell any or all such Stock without complying with Rule 144. The right of a
transferee to exercise the transferred portion of this Option shall terminate in accordance with
your right of exercise under this Option and is further subject to such representations, warranties
and indemnifications from the transferee that the Company requires the transferee to make to
protect the Company’s interests and ensure that this Option has been transferred under the
circumstances approved by the Company. Once a portion of an Option is transferred, no further
transfer may be made of that portion of the Option.
16. Change in Control. In the event of a Change in Control, any
unexercisable or unvested portion of this Option and any shares acquired upon the exercise thereof
held by you if your Service has not terminated prior to such date shall be immediately exercisable
and vested in full as of the date ten (10) days prior to the date of the Change in Control. The
exercise or vesting of any Option and any shares acquired upon the exercise thereof that was
permissible solely by reason of this Section shall be conditioned upon the consummation of the
Change in Control. In addition, the surviving, continuing, successor, or purchasing corporation or
parent corporation thereof, as the case may be (the
“Acquiring Corporation”), may either assume the
Company’s rights and obligations under this Option or substitute for this Option a substantially
equivalent option for the Acquiring Corporation’s stock. If this Option is neither assumed or
substituted for by the Acquiring Corporation in connection with the Change in Control nor exercised
as of the date of the Change in Control, it shall terminate and cease to be outstanding effective
as of the date of the Change in Control. Notwithstanding the foregoing, if the corporation the
stock of which is subject to the outstanding Options immediately prior to an Ownership Change Event
described in the Plan 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 Code without
regard to the provisions of Section 1504(b) of the Code, this Option shall not terminate unless the
Board otherwise provides in its discretion.
17. Securities Law Compliance. Notwithstanding anything to the contrary
contained herein, this Option may not be exercised unless the Stock issuable upon exercise of this
Option is then registered under the Securities Act or, if such Stock is not then so registered, the
Company has determined that such exercise and issuance would be exempt from the registration
requirements of the Securities Act.
18. Termination of the Option. The term of this Option commences on the
Date of Grant (as specified in the Grant Notice) and expires and shall no longer be exercisable
upon the earliest of:
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(a) the Expiration Date indicated in the Grant Notice;
(b) the tenth (10th) anniversary of the Date of Grant;
(c) the last day for exercising the Option following termination of your Service as
described in the Plan; or
(d) a Change of Control, to the extent provided in the Plan or this Option
Agreement.
19. Option Not a Service Contract. This Option is not an employment or
service contract and nothing in this Stock Option 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
the Company, or of the Company to continue your service with the Company. In addition, nothing in
your Option 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.
20. Notices. Any notices provided for in this Stock Option 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.
21. Arbitration. Any dispute or claim concerning any Options 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 an Option, you and the Company waive your respective rights to have any
such disputes or claims tried by a judge or jury.
22. Amendment. The Board may amend your Option at any time, provided no
such amendment may adversely affect the Option or any unexercised portion of your Option, without
your consent unless such amendment is necessary to comply with any applicable law or government
regulation. No amendment or addition to this Stock Option Agreement shall be effective unless in
writing or, in such electronic form as may be designated by the Company.
23. Governing Plan Document. Your Option is subject to this Stock Option
Agreement, the Grant Notice and all the provisions of the Plan, the provisions of which are hereby
made a part of this Stock Option 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 Stock Option Agreement,
the Grant Notice and those of the Plan, the provisions of the Plan shall control.
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