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                                                                   EXHIBIT 10.29

                              QUALCOMM INCORPORATED
                          1998 NON-EMPLOYEE DIRECTORS'
                                STOCK OPTION PLAN

                       ADOPTED EFFECTIVE FEBRUARY 10, 1998
                     STOCKHOLDER APPROVAL FEBRUARY 10, 1998
                            AMENDED JANUARY 17, 2000


1.      PURPOSE.

        (a) The purpose of the Plan is to provide a means by which Non-Employee
Directors may be given an opportunity to benefit from increases in value of the
common stock of the Company ("Common Stock") through the granting of
Nonstatutory Stock Options. This Plan shall serve as an amendment and
restatement of the Company's Non-Employee Director Stock Option Plan, which was
adopted by the Company in 1993 (the "Prior Plan"), and shall be effective
February 10, 1998 (the "Effective Date").

        (b) The Company, by means of the Plan, seeks to retain the services of
persons now serving as Non-Employee Directors of the Company, to secure and
retain the services of persons capable of serving in such capacity and to
provide incentives for such persons to exert maximum efforts for the success of
the Company.

        (c) The Company intends that the Options issued under the Plan shall be
Nonstatutory Stock Options granted pursuant to Section 6 hereof.

2.      DEFINITIONS.

        (a) "AFFILIATE" means any parent corporation or subsidiary corporation,
whether now or hereafter existing, as those terms are defined in Sections 424(e)
and (f), respectively, of the Code.

        (b) "ANNUAL OPTION" means a stock option granted pursuant to subsection
5(c) of the Plan.

        (c) "BOARD" means the Board of Directors of the Company.

        (d) "CODE" means the Internal Revenue Code of 1986, as amended.

        (e) "COMMITTEE" means a Committee appointed by the Board in accordance
with subsection 3(c) of the Plan.

        (f) "COMPANY" means QUALCOMM Incorporated, a Delaware corporation.

        (g) "CONSULTANT" means any person, including an advisor, engaged by the
Company or an Affiliate to render consulting services and who is compensated for
such services, provided



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that the term "Consultant" shall not include Directors who are paid only a
director's fee by the Company or who are not compensated by the Company for
their services as Directors.

        (h) "CONTINUOUS SERVICE" means that the Optionee's service to the
Company or an Affiliate of the Company, whether in the capacity of a Director or
subsequently as an Employee or a Consultant, is not interrupted or terminated.
The Optionee's Continuous Service shall not be deemed to have terminated merely
because of a change in the capacity in which the Optionee renders such service
to the Company or an Affiliate of the Company or a change in the entity for
which the Optionee renders such service, provided that there is no interruption
or termination of the Optionee's service. The Board or its designee, in that
party's sole discretion, may determine whether Continuous Service shall be
considered interrupted in the case of: (i) any leave of absence approved by the
Board or its designee, including sick leave, military leave, or any other
personal leave; or (ii) transfers between locations of the Company or between
the Company, Affiliates or their successors.

        (i) "DIRECTOR" means a member of the Board.

        (j) "DISABILITY" means the permanent and total disability of the
Optionee within the meaning of Section 22(e)(3) of the Code.

        (k) "EMPLOYEE" means any person, including Officers and Directors,
employed by the Company or any Affiliate of the Company. Neither service as a
Director nor payment of a director's fee by the Company shall be sufficient to
constitute "employment" by the Company.

        (l) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

        (m) "FAIR MARKET VALUE" means, as of any date, the value of the Common
Stock of the Company determined as follows:

            (i) If the Common Stock is listed on any established stock exchange,
or traded on the Nasdaq National Market, the Fair Market Value of a share of
Common Stock shall be the average of the highest and lowest price at which the
Common Stock was sold on such exchange or national market on the trading day
prior to the day of determination (or, in the case in which the Common Stock is
traded on more than one market, the exchange or system on which the Common Stock
has the highest average trading volume), as reported in the Wall Street Journal
or such other source as the Board deems reliable; or

            (ii) in the absence of any such market for the Common Stock, the
Fair Market Value shall be determined in good faith by the Board.

        (n) "INCENTIVE STOCK OPTION" means an Option intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code and the
regulations promulgated thereunder.

        (o) "INITIAL OPTION" means a stock option granted pursuant to subsection
5(b) of the Plan.


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        (p) "NON-EMPLOYEE DIRECTOR" means a Director who is not a current
Employee or Officer of the Company or its parent or a subsidiary and does not
receive compensation (directly or indirectly) from the Company or its parent or
subsidiary for services rendered as a consultant or in any capacity other than
as a Director.

        (q) "NONSTATUTORY STOCK OPTION" means an Option not intended to qualify
as an Incentive Stock Option.

        (r) "OFFICER" means any person who is an officer of the Company within
the meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.

        (s) "OPTION" means a stock option granted pursuant to the Plan.

        (t) "OPTION AGREEMENT" means a written agreement between the Company and
an Optionee evidencing the terms and conditions of an individual Option grant.
Each Option Agreement shall be subject to the terms and conditions of the Plan.

        (u) "OPTIONEE" means a person to whom an Option is granted pursuant to
the Plan.

        (v) "PLAN" means this QUALCOMM Incorporated 1998 Non-Employee Directors'
Stock Option Plan.

        (w) "RULE 16B-3" means Rule 16b-3 of the Exchange Act or any successor
to Rule 16b-3, as in effect when discretion is being exercised with respect to
the Plan.

        (x) "SECURITIES ACT" means the Securities Act of 1933, as amended.

3.      ADMINISTRATION.

        (a) The Plan shall be administered by the Board unless and until the
Board delegates administration to a Committee, as provided in subsection 3(c).

        (b) The Board shall have the power, subject to, and within the
limitations of, the express provisions of the Plan:

            (i) To construe and interpret the Plan and Options granted under it,
and to establish, amend and revoke rules and regulations for its administration.
The Board, in the exercise of this power, may correct any defect, omission or
inconsistency in the Plan or in any Option Agreement, in a manner and to the
extent it shall deem necessary or expedient to make the Plan fully effective.

            (ii) To amend the Plan or an Option as provided in Section 11.

            (iii) Generally, to exercise such powers and to perform such acts as
the Board deems necessary or expedient to promote the best interests of the
Company which are not in conflict with the provisions of the Plan.


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        (c) The Board may delegate administration of the Plan to a Committee or
Committees of not fewer than two members of the Board. If administration is
delegated to a Committee, the Committee shall have, in connection with the
administration of the Plan, the powers theretofore possessed by the Board (and
references in this Plan to the Board shall thereafter be to the Committee),
subject, however, to such resolutions, not inconsistent with the provisions of
the Plan, as may be adopted from time to time by the Board, and to the
requirements of Section 144 of the Delaware General Corporation Law. The Board
may abolish the Committee at any time and revest in the Board the administration
of the Plan.

4.      SHARES SUBJECT TO THE PLAN.

        (a) Subject to the provisions of Section 10 relating to adjustments upon
changes in stock, the stock that may be issued pursuant to Options shall not
exceed in the aggregate Four Million (4,000,000) shares of Common Stock. This
share reserve shall be comprised of: (i) the Two Hundred Forty Thousand
(240,000) shares of Common Stock available for grant under the Prior Plan plus
(ii) an additional Three Million Seven Hundred Sixty Thousand (3,760,000)
shares. If any Option (including an Option granted under the Prior Plan) shall
for any reason expire or otherwise terminate, in whole or in part, without
having been exercised in full, the stock not acquired under such Option shall
revert to and again become available for issuance under the Plan. Similarly, if
the Company shall for any reason exercise its right of repurchase with respect
to any unvested shares of Common Stock purchased pursuant to an early exercise
provision, as provided for in subsection 6(j), the unvested shares so
repurchased shall revert to and again become available for issuance under the
Plan. The foregoing numbers are after giving effect to the 2:1 split in the
Company's common stock effective May 10, 1999, and the 4:1 split in the
Company's common stock effective December 30, 1999.

        (b) The stock subject to the Plan may be unissued shares or reacquired
shares, bought on the market or otherwise.

5.      ELIGIBILITY AND NON-DISCRETIONARY GRANTS.

        (a) Options shall be granted only to Non-Employee Directors of the
Company.

        (b) Each person who is, on the Effective Date or any subsequent date
thereto, elected or appointed for the first time to be a Non-Employee Director
shall automatically, upon such date of initial election or appointment, be
granted an Initial Option to purchase Twenty Thousand (20,000) shares of Common
Stock of the Company on the terms and conditions set forth herein.

        (c) Each year, commencing with the annual meeting of stockholders of the
Company (the "Annual Meeting") occurring in 1998, each person who is then
serving as a Non-Employee Director, other than a Non-Employee Director who is
granted an Initial Option at such Annual Meeting, shall automatically be granted
an Annual Option to purchase Ten Thousand (10,000) shares of Common Stock of the
Company on the terms and conditions set forth herein. Notwithstanding the
foregoing, after January 17, 2000, an Annual Option shall not be granted to a
Non-Employee Director unless and until two hundred seventy (270) days shall have
passed since the date of the last grant of an Option to such Non-Employee
Director.


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6.      OPTION PROVISIONS.

        Each Option shall include (through incorporation of provisions hereof by
reference in the Option or otherwise) each of the following provisions:

        (a) TERM. No Option shall be exercisable after the expiration of ten
(10) years from the date it was granted.

        (b) PRICE. The exercise price of each Option shall equal one hundred
percent (100%) of the Fair Market Value of the stock subject to the Option on
the date the Option is granted. Notwithstanding the foregoing, an Option may be
granted with an exercise price lower than that set forth in the preceding
sentence if such Option is granted pursuant to an assumption or substitution for
another option in a manner satisfying the provisions of Section 424(a) of the
Code.

        (c) CONSIDERATION. The purchase price of stock acquired pursuant to an
Option shall be paid, to the extent permitted by applicable statutes and
regulations, either: (i) in cash at the time the Option is exercised, or (ii) at
the discretion of the Board or the Committee, either at the time of the grant or
exercise of the Option, by (A) delivery to the Company of other Common Stock of
the Company or (B) other arrangement (which may include, without limiting the
generality of the foregoing, the use of other Common Stock of the Company) with
the Optionee in any other form of legal consideration that may be acceptable to
the Board.

        (d) TRANSFERABILITY. An Option shall be transferable only to the extent
specifically provided in the Option Agreement; provided, however, that if the
Option Agreement does not specifically provide for the transferability of the
Option, the 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 Option is granted only by such person or by such person's
guardian or legal representative. Notwithstanding the foregoing, the person to
whom the Option is granted may, by delivering written notice to the Company, in
a form satisfactory to the Company, designate a third party who, in the event of
the death of the Optionee, shall thereafter be entitled to exercise the Option.

        (e) VESTING.

            (i) The total number of shares of stock subject to an Option shall
be allotted in periodic installments. The Option Agreement shall provide that
from time to time during each of such installment periods, the Option may become
exercisable ("vest") with respect to some or all of the shares allotted to that
period, and may be exercised with respect to some or all of the shares allotted
to such period and/or any prior period as to which the Option became vested but
was not fully exercised.

            (ii) Initial Options shall vest over a period of five (5) years as
follows: (A) if the Initial Option is granted pursuant to the election of the
Optionee to the Board at an Annual Meeting prior to January 18, 2000, then such
Initial Option will vest twenty percent (20%) of the total number of such shares
subject to such Option ("Option Shares") on January 15 of each of


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the first, second, third, fourth and fifth years following the date of the grant
of such Initial Option; (B) if the Initial Option is granted pursuant to the
election or appointment of the Optionee to the Board prior to January 18, 2000
and at some time other than at an Annual Meeting, then such Initial Option will
vest twenty percent (20%) of the Option Shares on the anniversary of the date of
the grant of such Initial Option in each of first, second, third, fourth and
fifth years following such grant; or (C) any Initial Option granted after
January 17, 2000 shall vest twenty percent (20%) of the Option Shares on the
first anniversary of the date of its grant and the remaining eighty percent
(80%) of the Option Shares shall vest as to 1/48th of those shares in
forty-eight (48) consecutive monthly installments with the first such monthly
vesting installment to occur thirteen (13) months from the date of grant;
provided, however, that if the Optionee's Continuous Service is terminated due
to (1) death, (2) a Voluntary Termination with Good Reason (as defined in
subsection 10(c)), or (3) an Involuntary Termination without Cause (as defined
in subsection 10(d)), then the vesting of such Initial Option and the time
during which such Initial Option may be exercised shall be accelerated upon the
occurrence of such event.

            (iii) An Annual Option granted prior to January 18, 2000, shall vest
over five (5) years, with twenty percent (20%) of the Option Shares vesting on
January 15 of each of the first, second, third, fourth and fifth years following
the date of the grant of such Annual Option, otherwise an Annual Option shall
vest 1/60th of the total shares in sixty (60) consecutive monthly installments
with the first such installment to commence one month after the date of grant;
provided, however, that if the Optionee's Continuous Service is terminated due
to (1) death, (2) a Voluntary Termination with Good Reason, or (3) an
Involuntary Termination without Cause, then the vesting of such Annual Option
and the time during which such Annual Option may be exercised shall be
accelerated upon the occurrence of such event.

        (f) TERMINATION OF SERVICE. In the event an Optionee's Continuous
Service terminates (other than upon the Optionee's retirement at age seventy
(70) or older after nine (9) or more years of service on the Board, or the
Optionee's death or Disability), the Optionee may exercise his or her Option (to
the extent that the Optionee was entitled to exercise it at the date of
termination) but only within such period of time ending on the earlier of (i)
the date thirty (30) days after the termination of the Optionee's Continuous
Service or (ii) the expiration of the term of the Option as set forth in the
Option Agreement. If, after termination, the Optionee does not exercise his or
her Option within the time specified in the Option Agreement, the Option shall
terminate, and the shares covered by such Option shall revert to and again
become available for issuance under the Plan.

        If the exercise of the Option following the termination of the
Optionee's Continuous Service (other than upon the Optionee's retirement at age
seventy (70) or older after nine (9) or more years of service on the Board, or
the Optionee's death or Disability) would be prohibited at any time solely
because the issuance of shares would violate the registration requirements under
the Securities Act, then the Option shall terminate on the earlier of (i) the
expiration of the term of the Option or (ii) the expiration of a period of
thirty (30) days after the termination of the Optionee's Continuous Service
during which the exercise of the Option would not be in violation of such
registration requirements (if such provisions would result in an extension of
the time during which


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the Option may be exercised beyond the period described in the first paragraph
of this subsection 6(f)).

        If the exercise of the Option following the termination of the
Optionee's Continuous Service (other than upon the Optionee's retirement at age
seventy (70) or older after nine (9) or more years of service on the Board, or
the Optionee's death or Disability) would be prohibited at any time solely
because such exercise would result in liability under Section 16(b) of the
Exchange Act, then the Option shall terminate on the earliest of (i) the
expiration of the term of the Option, (ii) the tenth (10th) day after the last
date upon which exercise would result in such liability, or (iii) six (6) months
and ten (10) days after the termination of the Optionee's Continuous Service.

        (g) RETIREMENT OF OPTIONEE. Notwithstanding anything in subsection 6(f)
to the contrary, in the event of the retirement of an Optionee at age seventy
(70) or older after nine (9) years of service on the Board, the Option will
terminate only upon the expiration of the Option term.

        (h) DISABILITY OF OPTIONEE. Notwithstanding anything in subsection 6(f)
to the contrary, in the event an Optionee's Continuous Service terminates due to
the Disability of the Optionee, the Option will terminate only upon the
expiration of the Option term.

        (i) DEATH OF OPTIONEE. In the event that: (i) an Optionee's Continuous
Service terminates due to the death of the Optionee, or (ii) an Optionee's
Continuous Service terminates due to the Disability of the Optionee and such
termination is subsequently followed by the death of the Optionee prior to the
expiration of the term of the Option, then the vesting of all unvested shares
owned by the Optionee will be accelerated effective as of the date of death of
the Optionee and the Option may be exercised by the Optionee's estate, by a
person who acquired the right to exercise the Option by bequest or inheritance,
or by a person designated to exercise the option upon the Optionee's death
pursuant to subsection 6(d), but only within the period ending twelve (12)
months after the death of the Optionee. If, after the death of the Optionee, the
Option is not exercised within the time specified herein, the Option shall
terminate, and the shares covered by such Option shall revert to and again
become available for issuance under the Plan.

        (j) EARLY EXERCISE. The Option may, but need not, include a provision
whereby the Optionee may elect at any time while an Employee, Director or
Consultant to exercise the Option as to any part or all of the shares subject to
the Option prior to the full vesting of the Option. Any unvested shares so
purchased shall be subject to a repurchase right in favor of the Company, with
the repurchase price to be equal to the original purchase price of the Common
Stock, or to any other restriction the Board determines to be appropriate;
provided, however, that (i) the right to repurchase at the original purchase
price shall lapse at a rate of twenty percent (20%) per year over five (5) years
from the date the Option was granted, and (ii) such right shall be exercisable
only within (A) the ninety (90) day period following the termination of the
Optionee's Continuous Service or (B) such longer period as may be agreed to by
the Company and the Optionee.

7.      COVENANTS OF THE COMPANY.



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        (a) During the terms of the Options, the Company shall keep available at
all times the number of shares of stock required to satisfy such Options.

        (b) The Company shall seek to obtain from each regulatory commission or
agency having jurisdiction over the Plan such authority as may be required to
issue and sell shares under Options. If, after reasonable efforts, the Company
is unable to obtain from any such regulatory commission or agency the authority
which counsel for the Company deems necessary for the lawful issuance and sale
of stock under the Plan, the Company shall be relieved from any liability for
failure to issue and sell stock upon exercise of such Options unless and until
such authority is obtained.

8.      USE OF PROCEEDS FROM STOCK.

        Proceeds from the sale of stock pursuant to Options shall constitute
general funds of the Company.

9.      MISCELLANEOUS.

        (a) Neither a Non-Employee Director nor any person to whom an Option is
transferred in accordance with the Plan shall be deemed to be the holder of, or
to have any of the rights of a holder with respect to, any shares subject to
such Option unless and until such person has satisfied all requirements for
exercise of the Option pursuant to its terms.

        (b) Nothing in the Plan or any instrument executed or Option granted
pursuant thereto shall confer upon any holder of Options any right to continue
serving as a Director, Employee or Consultant, or shall affect the right of the
Company or any Affiliate to terminate the Optionee's service as a Director,
Employee or Consultant, pursuant to the Company's Bylaws and the provisions of
the corporate law of the state in which the Company is incorporated.

        (c) The Company may require any person to whom an Option is granted, or
any person to whom an Option is transferred in accordance with the Plan, as a
condition of exercising or acquiring stock under any Option: (i) to give written
assurances satisfactory to the Company as to such person's knowledge and
experience in financial and business matters and/or to employ a purchaser
representative reasonably satisfactory to the Company who is knowledgeable and
experienced in financial and business matters, and that he or she is capable of
evaluating, alone or together with the purchaser representative, the merits and
risks of exercising the Option; and (ii) to give written assurances satisfactory
to the Company stating that such person is acquiring the stock subject to the
Option for such person's own account and not with any present intention of
selling or otherwise distributing the stock. The foregoing requirements, and any
assurances given pursuant to such requirements, shall be inoperative if (i) the
issuance of the shares upon the exercise or acquisition of stock under the
Option has been registered under a then currently effective registration
statement under the Securities Act, or (ii) as to any particular requirement, a
determination is made by counsel for the Company that such requirement need not
be met in the circumstances under the then applicable securities laws. The
Company may, upon advice of counsel to the Company, place legends on stock
certificates issued under the Plan as such



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counsel deems necessary or appropriate in order to comply with applicable
securities laws, including, but not limited to, legends restricting the transfer
of the stock.

        (d) To the extent provided by the terms of an Option Agreement, the
person to whom an Option is granted may satisfy any federal, state or local tax
withholding obligation relating to the exercise or acquisition of stock under an
Option by any of the following means (in addition to the Company's right to
withhold from any compensation paid to such person by the Company) or by a
combination of such means: (i) tendering a cash payment; (ii) authorizing the
Company to withhold shares from the shares of the Common Stock otherwise
issuable to the participant as a result of the exercise or acquisition of stock
under the Option; or (iii) delivering to the Company owned and unencumbered
shares of the Common Stock of the Company.

10.     ADJUSTMENTS UPON CHANGES IN STOCK.

        (a) If any change is made in the stock subject to the Plan, or subject
to any Option, without the receipt of consideration by the Company (through
merger, consolidation, reorganization, recapitalization, reincorporation, stock
dividend, dividend in property other than cash, stock split, liquidating
dividend, combination of shares, exchange of shares, change in corporate
structure or other transaction not involving the receipt of consideration by the
Company), the Plan will be appropriately adjusted in the type(s) and maximum
number of securities subject to the Plan pursuant to subsection 4(a), and the
outstanding Options will be appropriately adjusted in the type(s) and number of
securities and price per share of stock subject to such outstanding Options.
Such adjustments shall be made by the Board, the determination of which shall be
final, binding and conclusive. (The conversion of any convertible securities of
the Company shall not be treated as a "transaction not involving the receipt of
consideration by the Company.")

        (b) In the event of: (1) a dissolution or liquidation of the Company,
(2) the sale of all or substantially all of the Company's assets, (3) a merger,
consolidation or reorganization of the Company with or into another corporation
or other legal person, other than a merger, consolidation or reorganization in
which more than fifty percent (50%) of the combined voting power of the
then-outstanding securities of the surviving entity (or if more than one entity
survives the transaction, the controlling entity) immediately after such a
transaction are held in the aggregate by holders of voting securities of the
Company immediately prior to such transaction, (4) the acquisition by any person
(within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act)
of beneficial ownership (within the meaning of Rule 13d-3 or any successor rule
or regulation promulgated under the Exchange Act) of securities representing
fifty percent (50%) or more of the combined voting power of the then-outstanding
securities of the Company, or (5) during any period of two (2) consecutive
years, individuals who at the beginning of any such period constitute the
Directors of the Company (the "Incumbent Directors") cease for any reason to
constitute at least a majority thereof unless the election or the nomination for
election by the Company's stockholders of a Director of the Company first
elected during such period was approved by the vote of at least two-thirds of
the Incumbent Directors, whereupon such Director shall also be classified as an
Incumbent Director (collectively, a "Change in Control"), then: (i) any
surviving or acquiring corporation shall assume Options outstanding under the
Plan or shall substitute similar options (including an option to acquire the


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same consideration paid to stockholders in the transaction described in this
subsection 10(b)) for those outstanding under the Plan and in the event any
surviving or acquiring corporation does assume such Options or substitute
similar options for those outstanding under the Plan, then upon the Optionee's
Voluntary Termination with Good Reason (as described in subsection 10(c)) or the
Optionee's Involuntary Termination without Cause (as described in subsection
10(d)) the vesting of such Options and the time during which such Options may be
exercised shall be accelerated upon the occurrence of such event or (ii) in the
event any surviving or acquiring corporation refuses to assume such Options or
to substitute similar options for those outstanding under the Plan, then (A)
with respect to Options held by persons then performing services as Directors,
Employees or Consultants, the vesting of such Options and the time during which
such Options may be exercised shall be accelerated prior to such event and the
Options terminated if not exercised after such acceleration and at or prior to
such event, and (B) with respect to any other Options outstanding under the
Plan, such Options shall be terminated if not exercised prior to such event.

        (c) The term "Voluntary Termination with Good Reason" means the
Optionee's resignation, with Good Reason (as defined below), as a Director,
within one (1) month prior to the Change in Control or within thirteen (13)
months following a Change in Control. "Good Reason" means any of the following
to the extent applicable to the Optionee's position as a Director, Employee or
Consultant at that time:

            (i) reduction of the Optionee's rate of compensation (including
Director fees) as in effect immediately prior to the Change in Control;

            (ii) failure to provide a package of benefits which, taken as a
whole, provide substantially similar benefits to those in which the Optionee was
entitled to participate immediately prior to the Change in Control;

            (iii) a change in the Optionee's responsibilities, authority, title
or office resulting in diminution of position, excluding for this purpose an
isolated, insubstantial and inadvertent action not taken in bad faith which is
remedied by the Company promptly after notice thereof is given by the Optionee;

            (iv) a request that the Optionee render services at a site more than
thirty-five (35) miles from the prior site at which Optionee rendered services,
unless the Optionee accepts such relocation request;

            (v) failure or refusal of a successor to the Company to assume any
Option granted under this Plan; or

            (vi) any material breach by the Company or any successor to the
Company of any of the material provisions of the Optionee's Option.

        (d) The term "Involuntary Termination without Cause" means the
involuntary termination without Cause (as defined below) of the Optionee's
Continuous Service by the



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Company within one (1) month prior to a Change in Control or within thirteen
(13) months following a Change in Control. "Cause" means any of the following:

            (i) the Optionee's theft, dishonesty, or falsification of documents
or records;

            (ii) the Optionee's improper use or disclosure of the Company's
confidential or proprietary information;

            (iii) any action by the Optionee which has a material detrimental
effect on the Company's reputation or business;

            (iv) the Optionee's failure or inability to perform any reasonable
assigned duties after written notice from the Board of, and a reasonable
opportunity to cure, such failure or inability;

            (v) any material breach by the Optionee of any service agreement
between the Optionee and the Company which breach is not cured pursuant to the
terms of such agreement; or

            (vi) the Optionee's conviction (including any plea of guilty or nolo
contendere) of any criminal act which materially impairs the Optionee's ability
to perform his or her duties with the Company.

11.     AMENDMENT OF THE PLAN AND OPTIONS.

        (a) The Board at any time, and from time to time, may amend the Plan
and/or some or all outstanding Options granted under the Plan. However, except
as provided in Section 10 relating to adjustments upon changes in stock, no
amendment shall be effective unless approved by the stockholders of the Company
to the extent stockholder approval is necessary for the Plan to satisfy the
requirements of Rule 16b-3, any requirements of Section 144 of the Delaware
General Corporation Law, or any Nasdaq National Market or securities exchange
listing requirements.

        (b) An Optionee's rights and obligations under any Option granted before
any amendment of the Plan shall not be impaired by such amendment unless (i) the
Company requests the consent of the person to whom the Option was granted and
(ii) such person consents in writing.

12.     TERMINATION OR SUSPENSION OF THE PLAN.

        (a) The Board may suspend or terminate the Plan at any time. Unless
sooner terminated, the Plan shall terminate on February 9, 2013, which is
fifteen (15) years from the date the Plan was approved by the stockholders of
the Company. No Options may be granted under the Plan while the Plan is
suspended or after it is terminated.

        (b) An Optionee's rights and obligations under any Option granted while
the Plan is in effect shall not be impaired by suspension or termination of the
Plan, except with the consent of the person to whom the Option was granted.


                                      11.
<PAGE>   12

13.     EFFECTIVE DATE OF PLAN.

        The Plan shall become effective on the Effective Date, which is the date
of the Plan's approval by the stockholders of the Company. In the event the Plan
is not approved by the stockholders, then the Prior Plan shall continue in full
force and effect without regard to the adoption of this Plan.



                                      12.
<PAGE>   13

                              QUALCOMM INCORPORATED
                 1998 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
                            NONSTATUTORY STOCK OPTION

                           (ANNUAL OPTION #<<NUMBER>>)

<<First_Name>> <<Last_Name>>, Optionee:

        On <<Option_Date>>, an option to purchase shares of common stock
("Common Stock") was automatically granted to you (the "Optionee") pursuant to
the QUALCOMM Incorporated (the "Company") 1998 Non-Employee Directors' Stock
Option Plan (the "Plan"). This option is not intended to qualify and will not be
treated as an "incentive stock option" within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"). Capitalized terms not
explicitly defined in this agreement shall have the meaning assigned to such
terms in the Plan.

        The details of your option are as follows:

        1. The total number of shares of Common Stock subject to this option is
ten thousand (10,000).

        2. The exercise price of this option is <<Option_Price>> per share, such
amount being equal to the Fair Market Value of the Common Stock on the date of
grant of this option.

        3. Subject to the limitations contained herein, this option shall become
exercisable (i.e., vest) in sixty (60) equal, consecutive monthly installments
with the first installment becoming exercisable one month after the date of the
grant. Notwithstanding the foregoing, this option shall not become fully
exercisable with respect to shares represented by the installment vesting on a
given vesting date unless you have remained in Continuous Service throughout the
period from the date of grant to such vesting date.

        4. (a) This option may be exercised, to the extent specified above, by
delivering a notice of exercise (in a form designated by the Company) 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, together with such
additional documents as the Company may then require.

            (b) This option may only be exercised for whole shares.

            (c) You may elect to pay the exercise price under one of the
following alternatives:

                (i) In cash (or check) at the time of exercise;

                (ii) Payment pursuant to a program developed under Regulation T
as promulgated by the Federal Reserve Board which results in the receipt of cash
(or check) by the Company either prior to the issuance of shares of the Common
Stock or pursuant to the terms of irrevocable instructions issued by you prior
to the issuance of shares of the Common Stock; or

                                       1.
<PAGE>   14

                (iii) Payment by a combination of the methods of payment
specified in subparagraphs (i) and (ii) above.

            (d) By exercising this option you agree that the Company may require
you to enter an arrangement providing for the cash payment by you to the Company
of any tax withholding obligation of the Company arising by reason of the
exercise of this option.

        5. The term of this option is ten (10) years measured from the date of
grant, subject, however, to earlier termination upon your termination of
service, as set forth in Sections 6(f), (g), (h) and (i) of the Plan.

        6. This option is not 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) pursuant to a domestic
relations order as defined by the Code or Title I of the Employee Retirement
Income Security Act of 1974, or the rules thereunder, or (iv) 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
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 to 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. 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 your options 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
shares 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 this option is transferred, no further transfer
may be made of that portion of this option, unless the Company consents in
writing to the transfer.

        7. Any notices provided for in this option 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

                                       2.
<PAGE>   15

to you at the address specified below or at such other address as you hereafter
designate by written notice to the Company.

        8. This option is subject to all the provisions of the Plan, a copy of
which is attached hereto and its provisions are hereby made a part of this
option, 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 option and
those of the Plan, the provisions of the Plan shall control.

                                               Very truly yours,
                                               QUALCOMM Incorporated



                                               By:
                                                   ----------------------------
                                                      Richard Sulpizio
                                                      Duly authorized on behalf
                                                      of the Board of Directors

ATTACHMENTS:   1998 Non-Employee Directors' Stock Option Plan


                                       3.

<PAGE>   16


                             QUALCOMM INCORPORATED
                 1998 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
                            NONSTATUTORY STOCK OPTION

                          (INITIAL OPTION #<<NUMBER>>)

<<First_Name>> <<Last_Name>>, Optionee:

        On <<Option_Date>>, an option to purchase shares of common stock
("Common Stock") was automatically granted to you (the "Optionee") pursuant to
the QUALCOMM Incorporated (the "Company") 1998 Non-Employee Directors' Stock
Option Plan (the "Plan"). This option is not intended to qualify and will not be
treated as an "incentive stock option" within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"). Capitalized terms not
explicitly defined in this agreement shall have the meaning assigned to such
terms in the Plan.

        The details of your option are as follows:

        1. The total number of shares of Common Stock subject to this option is
twenty thousand (20,000).

        2. The exercise price of this option is <<Option_Price>> per share, such
amount being equal to the Fair Market Value of the Common Stock on the date of
grant of this option.

        3. Subject to the limitations contained herein, if:

                (i) this option is being granted pursuant to your initial
election to the Board of Directors of the Company at an annual meeting of the
Company's stockholders, then this option shall become exercisable (i.e., vest)
as to twenty percent (20%) of the shares of Common Stock subject to this option
on the first anniversary of the date of grant and the remaining shares of Common
Stock subject to this option shall become exercisable in forty-eight (48) equal,
consecutive monthly installments thereafter with the first such installment
becoming exercisable thirteen (13) months after the date of the grant; or

                (ii) this option is being granted pursuant to your initial
election to the Board of Directors of the Company at some time other than at an
annual meeting of the Company's stockholders, then this option shall become
exercisable (i.e., vest) as to twenty percent (20%) of the shares of Common
Stock subject to this option on the first anniversary of the date of grant and
the remaining shares of Common Stock subject to this option shall become
exercisable in forty-eight (48) equal, consecutive monthly installments
thereafter with the first such installment becoming exercisable thirteen (13)
months after the date of the grant.

Notwithstanding the foregoing, this option shall not become fully exercisable
with respect to shares represented by the installment vesting on a given vesting
date unless you have remained in Continuous Service throughout the period from
the date of grant to such vesting date.

        4. (a) This option may be exercised, to the extent specified above, by
delivering a notice of exercise (in a form designated by the Company) together
with the exercise price to the Secretary of the Company, or to such other person
as the Company may designate, during

                                       1.
<PAGE>   17

regular business hours, together with such additional
documents as the Company may then require.

            (b) This option may only be exercised for whole shares.

            (c) You may elect to pay the exercise price under one of the
following alternatives:

                (i) In cash (or check) at the time of exercise;

                (ii) Payment pursuant to a program developed under Regulation T
as promulgated by the Federal Reserve Board which results in the receipt of cash
(or check) by the Company either prior to the issuance of shares of the Common
Stock or pursuant to the terms of irrevocable instructions issued by you prior
to the issuance of shares of the Common Stock; or

                (iii) Payment by a combination of the methods of payment
specified in subparagraphs (i) and (ii) above.

            (d) By exercising this option you agree that the Company may require
you to enter an arrangement providing for the cash payment by you to the Company
of any tax withholding obligation of the Company arising by reason of the
exercise of this option.

        5. The term of this option is ten (10) years measured from the date of
grant, subject, however, to earlier termination upon your termination of
service, as set forth in Sections 6(f), (g), (h) and (i) of the Plan.

        6. This option is not 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) pursuant to a domestic
relations order as defined by the Code or Title I of the Employee Retirement
Income Security Act of 1974, or the rules thereunder, or (iv) 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
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 to 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. During your life this option
is exercisable only by you or a transferee satisfying the


                                       2.
<PAGE>   18

above conditions. Except in the event of your death, upon transfer of your
options 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 shares 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 this option is
transferred, no further transfer may be made of that portion of this option,
unless the Company consents in writing to the transfer.

        7. Any notices provided for in this option 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 address specified
below or at such other address as you hereafter designate by written notice to
the Company.

        8. This option is subject to all the provisions of the Plan, a copy of
which is attached hereto and its provisions are hereby made a part of this
option, 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 option and
those of the Plan, the provisions of the Plan shall control.

                                              Very truly yours,

                                              QUALCOMM Incorporated



                                              By:
                                                  -----------------------------
                                                     Richard Sulpizio
                                                     Duly authorized on behalf
                                                     of the Board of Directors

ATTACHMENTS:   1998 Non-Employee Directors' Stock Option Plan


                                       3.