Exhibit 10.86
Qualcomm Incorporated
2006 Long-Term Incentive Plan
Employee Market Stock Unit Grant Notice
Qualcomm Incorporated (the Company), pursuant to its 2006 Long-Term Incentive Plan (the Plan)
hereby grants to the Participant named below the number of Market Stock Units set forth below, each
of which is a bookkeeping entry representing the equivalent in value of one (1) share of the
Companys common stock. The Market Stock Unit Award is subject to all of the terms and conditions
as set forth herein and the Employee Market Stock Unit Agreement (attached hereto) and the
Plan1, which are incorporated herein in their entirety.
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Participant: «First_Name» «Last_Name»
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Grant No.: «Number» |
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Emp #: «ID»
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Number of Market Stock Units:
«Shares_Granted» |
Date of Grant: November 9, 2009
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Performance Periods: |
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First Performance Period: |
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November 2, 2009 April 29, 2011 |
Second Performance Period: |
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November 2, 2009 October 31, 2011 |
Third Performance Period: |
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November 2, 2009 April 30, 2012 |
Fourth Performance Period: |
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November 2, 2009 October 31, 2012 |
Vesting Date: Except as otherwise provided in the Plan or the Employee Market Stock Unit
Agreement, this Market Stock Unit Award will vest on October 31, 2012, so long as the Participants
Service (as defined in the Plan) is continuous from the date of grant through the vesting date.
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 Employee Market 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 this Market Stock Unit Award subject to all of the
terms, conditions and procedures established by the Company with respect to the Market Stock Units.
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Qualcomm Incorporated:
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By: |
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Dr. Paul E. Jacobs |
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Chairman of the Board and
Chief Executive Officer |
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Dated:
Attachment: Employee Market Stock Unit Agreement (A1)
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1 |
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A copy of the Plan can be obtained from the
Stock Administration website, located on the Companys internal webpage, or you
may request a hard copy from the Stock Administration Department. |
Qualcomm Incorporated
2006 Long-Term Incentive Plan
Employee Market Stock Unit Agreement
Pursuant to the Grant Notice and this Employee Market Stock Unit Agreement (the Agreement),
Qualcomm Incorporated (the Company) has granted you a Market Stock Unit Award with respect to the
number of shares of the Companys 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 Market 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 Market
Stock Unit Award will vest on the date provided in the Grant Notice (the Vesting Date).
Notwithstanding any other provision of the Plan or this Agreement, the Company reserves the right,
in its sole discretion, to suspend vesting of this Market Stock Unit Award in the event of any
leave of absence or part-time Service.
2. Settlement of the Market Stock Units.
2.1 Form and Timing of Payment. Subject to the other terms of the Plan and this
Agreement, any Market Stock Units that vest and become nonforfeitable in accordance with the Grant
Notice will be paid to you in whole shares of Stock, in the amount specified in Section 2.2, no
later than 30 days after the Vesting Date. Unless and until the Market Stock Units vest on the
applicable Vesting Date, you will have no right to payment of any such Market Stock Units.
2.2 Amount of Payment. Subject to modification under Section 2.4, the number of
shares of Stock that shall be issued to you by the Company on the date specified in Section 2.1 is
the sum of the Shares Earned for each Performance Period. The Shares Earned for each Performance
Period is equal to the amount determined by multiplying 25% of the Number of Market Stock Units
specified in the Grant Notice by the Applicable Percentage, rounding up to the nearest whole share.
For purposes of this Section 2.2, the following additional definitions apply:
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(a) Applicable Percentage means the percentage that corresponds to the TSR Variance
specified below:
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TSR Variance |
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Applicable Percentage |
150%
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125 |
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140%
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120 |
% |
130%
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115 |
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120%
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110 |
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110%
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105 |
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100%
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100 |
% |
90%
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95 |
% |
80%
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90 |
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70%
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85 |
% |
60%
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80 |
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50%
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75 |
% |
Between the levels specified above, the Applicable Percentage is interpolated linearly.
(b) Average Price means the average official closing price per share over the
30-consecutive-trading days ending with and including the applicable day (if the applicable
day is not a trading day, the next preceding trading day).
(c) Company TSR means the Companys TSR for the Performance Period.
(d) Nasdaq-100 TSR means the TSR for the Performance Period of all the companies
included in the Nasdaq-100 Index as of the end of the Performance Period. Nasdaq-100
Index means the NASDAQ-100 Index published by The NASDAQ Stock Market (or its successor)
or, if that index is no longer published on the last day of the Performance Period, a
comparable index determined by the Committee.
(e) Performance Period means each period specified in the Grant Notice.
(f) TSR TSR means total shareholder return indexed to 100% as determined by adding
the result of (a) dividing (i) the sum of (I) the Average Price of the issuers shares at
the end of the Performance Period minus the Average Price of the issuers shares at the
beginning of the Performance Period plus (II) all dividends and other distributions paid on
the issuers shares during the Performance Period by (ii) the Average Price of the issuers
shares at the beginning of the Performance Period to (b) 100%. In calculating TSR, all
dividends are assumed to have been reinvested in shares when paid.
(g) TSR Variance means the percentage (rounded up to the next integer) determined by
dividing the Company TSR by the Nasdaq-100 TSR.
2.3 Tax Withholding. You agree that, as a condition to your receipt of shares of
Stock pursuant to this Market 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 Market 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 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
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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 Market Stock Units; or
(iii) arranging for the sale of shares of Stock acquired upon vesting of the Market 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 this Market 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.
2.4 Effect of Termination of Service. Except as otherwise expressly set forth in
this Section 2.4, in the event of the termination of your Service for any reason, whether voluntary
or involuntary, all unvested Market Stock Units shall be immediately forfeited without
consideration.
(a) Disability. If your Service with the Employer terminates because of your
Disability, the vesting of your Market Stock Units shall be accelerated in full effective as
of the date on which your Service terminates due to your Disability, but the number of
shares of Stock that shall be issued to you by the Company under Section 2.2 shall be
prorated and paid as follows. The Company shall issue to you, within 30 days after the end
of the Performance Period during which your Service terminates due to your Disability, the
number of shares (rounded up to the nearest whole Share) equal to the sum of (i) the Shares
Earned for each Performance Period prior to the Performance Period during which your Service
terminates due to your Disability plus (ii) the Shares Earned for the Performance Period
during which
your Service terminates multiplied by a fraction the numerator of which is the number
of whole and partial months (rounded up) from the beginning of the Performance Period until
the date your Service terminates, and the denominator of which is the number of months in
the Performance Period.
(b) Death. If your Service with the Employer terminates because of your death or
because of your Disability and such termination is subsequently followed by your death, the
vesting of the Market Stock Units shall be accelerated in full effective upon your death,
but the number of shares of Stock that shall be issued to you by the Company under Section
2.2 shall be prorated as follows. The Company shall issue to your estate, personal
representative, or beneficiary to whom the Market Stock Units may be transferred by will or
by the laws of descent and distribution, within 30 days after the end of the Performance
Period during which your death occurs, the number of shares (rounded up to the nearest whole
Share) equal to the sum of (i) the Shares Earned for each Performance Period prior to the
Performance Period during which your death occurs plus (ii) the Shares Earned for the
Performance Period during which your death occurs multiplied by a fraction the numerator of
which is the number of whole and partial months (rounded up) from the beginning of the
Performance Period until the date of your death, and the denominator of which is the number
of months in the Performance Period.
(c) Normal Retirement Age. If your Service with the Employer terminates at or after
Normal Retirement Age, the vesting of your Market Stock Units shall be accelerated in full
effective as of the date on which your Service terminates, but the
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number of shares of Stock
that shall be issued to you by the Company under Section 2.2 shall be prorated and paid as
follows. The Company shall issue to you, within 30 days after the end of the Performance
Period during which your Service terminates at or after Normal Retirement Age, the number of
shares (rounded up to the nearest whole Share) equal to the sum of (i) the Shares Earned for
each Performance Period prior to the Performance Period during which your Service terminates
at or after Normal Retirement Age plus (ii) the Shares Earned for the Performance Period
during which your Service terminates multiplied by a fraction the numerator of which is the
number of whole and partial months (rounded up) from the beginning of the Performance Period
until the date your Service terminates, and the denominator of which is the number of months
in the Performance Period.
(d) Termination After Change in Control. If your Service with the Employer terminates
as a result of Termination After Change in Control (as defined below), the vesting of any
Market Stock Units that remained outstanding after the Change in Control shall be
accelerated in full effective as of the date on which your Service terminates, but the
number of shares of Stock that shall be issued to you by the Company under Section 2.2 shall
be prorated and paid as follows. The Company shall issue to you, within 30 days after the
end of the Performance Period during which your Service terminates, the number of shares
(rounded up to the nearest whole Share) equal to the sum of (i) the Shares Earned for each
Performance Period prior to the Performance Period during which your Service terminates plus
(ii) the Shares Earned for the Performance Period during which your Service terminates
multiplied by a fraction the numerator of which is the number of whole and partial months
(rounded up) from the beginning of the Performance Period until the date your Service
terminates, and the denominator of which is the number of months in the Performance Period.
(e) Certain Definitions.
(i) Cause shall mean any of the following: (1) your theft of, dishonesty with
respect to, or falsification of any Participating Company documents or records; (2)
your improper use or disclosure of a Participating Companys confidential or
proprietary information; (3) any action by you which has a detrimental effect on a
Participating Companys 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 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
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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 Groups 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) Termination After Change in Control shall mean either of the following
events occurring within twenty-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 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. Tax Advice. You represent, warrant and acknowledge that the Company and, if
different, your Employer, has made no warranties or representations to you with respect to the
income tax consequences of the transactions contemplated by this Agreement, and you are in no
manner relying on the Company, your Employer or their representatives for an assessment of such tax
consequences. YOU UNDERSTAND THAT THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. YOU SHOULD
CONSULT YOUR OWN TAX ADVISOR REGARDING THE TAX TREATMENT OF ANY MARKET STOCK UNITS. NOTHING STATED
HEREIN IS INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, FOR THE PURPOSE OF AVOIDING TAXPAYER
PENALTIES.
4. Dividend Equivalents. You are not entitled to receive any dividends or dividend
equivalents with respect to the Market Stock Units.
5. Securities Law Compliance. Notwithstanding anything to the contrary contained
herein, no shares of Stock will be issued to you upon vesting of this Market Stock Unit Award
unless the Stock is then registered under the Securities Act or, if such Stock is not then so
registered, the Company has determined that such vesting and issuance would be exempt from the
registration requirements of the Securities Act. By accepting this Market Stock Unit Award, you
agree not to sell any of the shares of Stock received under this Market Stock Unit Award at a time
when applicable laws or Company policies prohibit a sale.
6. 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 Companys
rights and obligations under this Market Stock Unit Award or substitute for this Market Stock Unit
Award a substantially equivalent award for the Acquiring Corporations stock.
6.1 Payout Before to a Change in Control. In the event the Acquiring Corporation elects not
to assume or substitute for this Market Stock Unit Award in connection with a Change in Control,
the vesting of this Market Stock Unit Award, so long as your Service has not terminated prior to
the date of the Change in Control, shall be accelerated, effective as of the date ten (10) days
prior to the date of the Change in Control, and the number of shares of Stock that shall be issued
to you by the Company under Section 2.2 shall be determined and paid
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as follows. The Company shall
issue to you, within 30 days after the Change in Control, the number of shares (rounded up to the
nearest whole Share) equal to the sum of (a) the Shares Earned for each Performance Period prior to
the Performance Period during which the Change in Control occurs plus (b) the Shares Earned for
each subsequent Performance Period as if the Applicable Percentage were 100% and the last day of
each Performance Period were the last business day before the date of the Change in Control.
6.2 Vesting Contingent Upon Consummation. The vesting of any Market Stock Units and any
shares of Stock acquired upon the settlement thereof that was permissible solely by reason of this
Section 6 shall be conditioned upon the consummation of the Change in Control.
6.3 Applicability of Agreement. Notwithstanding the foregoing, shares of Stock acquired upon
settlement of this Market Stock Unit Award prior to the Change in Control and any consideration
received pursuant to the Change in Control with respect to such shares shall continue to be subject
to all applicable provisions of this Agreement except as otherwise provided in this Agreement.
6.4 Continuation of Award. Notwithstanding the foregoing, if the corporation the stock of
which is subject to this Market Stock Unit Award immediately prior to an Ownership Change Event
constituting a Change in Control is the surviving or continuing corporation and immediately after
such Ownership Change Event, less than fifty percent (50%) of the total combined voting power of
its voting stock is held by another corporation or by other corporations that are members of an
affiliated group within the meaning of Section 1504(a) of the Internal Revenue Code of 1986, as
amended (the Code), without regard to the provisions of Section 1504(b) of the Code, this Market
Stock Unit Award shall not terminate unless the Committee otherwise provides in its discretion.
7. Transferability. Prior to the issuance of shares of Stock in settlement of a
Market Stock Unit Award, the Award shall not be subject in any manner to anticipation, alienation,
sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by your creditors or by
your beneficiary, except (i) transfer by will or by the laws of descent and distribution or (ii)
transfer by written designation of a beneficiary, in a form acceptable to the Company, with such
designation taking effect upon your death. All rights with respect to the Market Stock Units shall
be exercisable during your lifetime only by you or your guardian or legal representative. Prior to
actual payment of any vested Market Stock Units, such Market Stock Units will represent an
unsecured obligation of the Company, payable (if at all) only from the general assets of the
Company.
8. Market Stock Units Not a Service Contract. This Market Stock Unit Award is not an
employment or service contract and nothing in this Agreement, the Grant Notice or the Plan shall be
deemed to create in any way whatsoever any obligation on your part to continue in the service of a
Participating Company, or of a Participating Company to continue your Service with the
Participating Company. In addition, nothing in your Market Stock Unit Award shall obligate the
Company, its stockholders, Board, Officers or Employees to continue any relationship which you
might have as a Director or Consultant for the Company.
9. Restrictive Legend. Stock issued pursuant to the vesting of the Market Stock
Units may be subject to such restrictions upon the sale, pledge or other transfer of the Stock as
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the Company and the Companys counsel deem necessary under applicable law or pursuant to this
Agreement.
10. Representations, Warranties, Covenants, and Acknowledgments. You hereby agree
that in the event the Company and the Companys counsel deem it necessary or advisable in the
exercise of their discretion, the transfer or issuance of the shares of Stock issued pursuant to
the vesting of the Market Stock Units may be conditioned upon you making certain representations,
warranties, and acknowledgments relating to compliance with applicable securities laws.
11. Voting and Other Rights. Subject to the terms of this Agreement, you shall not
have any voting rights or any other rights and privileges of a shareholder of the Company unless
and until shares of Stock are issued upon payment of the Market Stock Units.
12. Code Section 409A. It is the intent that the vesting or the payment of the
Market 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 Market 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 Market 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. 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.
15. Arbitration. Any dispute or claim concerning any Market 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 Market Stock Unit Award, you and the Company waive your respective
rights to have any such disputes or claims tried by a judge or jury.
16. Amendment. Your Market Stock Unit Award may be amended as provided in the Plan
at any time, provided no such amendment may adversely affect this Market 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.
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17. Governing Plan Document. Your Market 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.
18. 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.
19. 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 Companys 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.
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