exv10w84








EXHIBIT 10.84


Qualcomm Incorporated

2006 Long-Term Incentive Plan

Employee 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.




	 	 	 	 	 
	Optionee: «First_Name» «Last_Name»	 	Grant No.: «Num»
	Emp #: «ID»	 	Shares Subject to Option: «Shares_Granted»
	Date of Grant: «Option_Date»	 	Expiration Date:
«Expiration_Date_Period_1»
	Exercise Price Per Share: «Option_Price»	 	 
	 
	 	 	 	 
	Vesting Schedule	 	 
	 
	 	 	 	 
	Exercisable Shares

	 	Full Vesting Date
	 	Expiration Date**
	 

	 	 
	 	 
	«Shares_Period_1»

	 	«Vest_Date_Period_1»
	 	«Expiration_Date_Period_1»
	«Shares_Period_2»*

	 	«Vest_Date_Period_2»
	 	«Expiration_Date_Period_2»






 






			
	*	 	
These option shares vest on
each six (6) month date after «Vest_Date_Period_1» as to
1/8th of the total shares granted. However, if the Date of Grant is on the 30th
of the month, subsequent six (6) month vesting dates will occur on the last day of the month
after «Vest_Date_Period_1» as to 1/8th of the total shares granted.



	 
	**	 	

As an administrative matter, the vested portion of this Option may be
exercised only until the close of the Nasdaq Global Select Market on the
Expiration Date or the termination date set forth under Section 2.5 of the
Agreement or, if such date is not a trading day on the Nasdaq Global Select
Market, the last trading day before such date. Any later attempt to exercise
this Option will not be honored. For example, if Optionee ceases to remain in
Service as provided in Section 2.5(a)(vii) of the Agreement and the date thirty
(30) days after the date of termination of Service is Monday, July 4 (a holiday
on which the Nasdaq Global Select Market is closed), Optionee must exercise the
exercisable portion of this Option by 4:00 p.m. U.S. Eastern Time on Friday,
July 1.








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. The Optionee also understands that the Option will not be exercisable until the
Company has received a grant acknowledgment in the form required by the Company from the Optionee.




 









 







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.



Qualcomm Incorporated:




By:
«Signature»

Dr. Paul E. Jacobs

Chairman of the Board and

Chief Executive Officer

Dated: «Option_Date»




Attachment: Stock Option Agreement A20






 






			
	1

	 	
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 and/or any Participating 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 and/or any Participating Company of any tax
withholding obligation of the Company and/or any Participating 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 for this exercise of the Option is available to you on
request. The Company and/or any Participating 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 in the Grant Notice, the Option shall be exercisable after
your termination of Service with the Company or any Participating Company only during the
applicable time period determined in accordance with this Section and thereafter shall terminate.



                    (i) Disability. If your Service with the Company or any Participating Company terminates
because of your Disability, the Option shall continue to vest 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 with the Company or any Participating Company terminates because
of your death or because of your Disability and such termination is subsequently followed by your
death, the vesting of the Option shall be accelerated effective upon your death, and the Option 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 with the Company or any Participating Company
terminates at or after Normal Retirement Age, the Option, to the extent unexercised and vested 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. Options that have not vested as of the date on which
your Service terminates will be forfeited as of your termination date.



                    (iv) Termination After Layoff. If your Service with the Company or any Participating Company
terminates 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 vesting of the Option shall be accelerated
effective as of the date on which your Service terminates by (I) ten percent (10%) of the shares
which would otherwise be unvested on such date, plus (II) the number of Options (rounded up to the
next full share) calculated by multiplying the number of Options that would have vested on the next
semi-annual vesting date by a fraction, the numerator of which is the number of full months
(rounded up) since the last annual vesting date and the denominator of which is six, and (B) the
Option, to the extent unexercised and vested 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. All other unvested Options shall be forfeited as of your termination date.
Notwithstanding the foregoing, if the Company determines that the provisions or operation of this
subsection (iv) would cause the Company to incur a compensation expense other than that which is
known by the Company as of the date of grant, then this subsection (iv) 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 terminates 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 vested on the date on which your Service
terminates, 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. Options that have not vested as of the date on
which your Service terminates will be forfeited as of your termination date.




                    (vi) Termination After Change in Control. If your Service with the Company or any
Participating Company terminates as a result of Termination After Change in Control (as defined
below), then the vesting of the Option shall be accelerated effective as of the date on which your Service terminates, and the Option, to the extent unexercised, 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 terminates, 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 Company or any Participating Company terminates for any reason then
to the extent unexercised and vested 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. Options that
have not vested as of the date on which your Service terminates will be forfeited as of your
termination 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 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 with the Company or any
Participating Company for reasons other than Cause, constructive termination, death, Disability,
divestiture, termination upon transfer to a non-control Affiliate, or Termination After Change in
Control.



                    (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;



               (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.



     As an administrative matter, the vested portion of this Option may be exercised only until the
close of the Nasdaq Global Select Market on the applicable date indicated in this Section 4 above
or, if such date is not a trading day on the Nasdaq Global Select Market, the last trading day
before such date. Any later attempt to exercise this Option will not be honored.



     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 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. Applicable Law. This Stock Option 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.



     10. 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.




     11. Amendment. Your Option may be amended as provided in the Plan 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.



     12. 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.



     13. Description of Electronic Delivery. The Plan documents, which may include but do
not necessarily include: the Plan, the Grant Notice, this Stock Option Agreement, and any reports
of the Company provided generally to the Company’s shareholders, may be delivered to you
electronically. In addition, if permitted by the Company, you may deliver electronically the Grant
Notice to the Company or to such third party involved in administering the Plan as the Company may
designate from time to time. Such means of electronic delivery may include but do not necessarily
include the delivery of a link to a Company intranet or the internet site of a third party involved
in administering the Plan, the delivery of the document via electronic mail (“e-mail”) or such
other means of electronic delivery specified by the Company.