0001234452-17-000028 Sample Contracts

AMENDMENT NO. 1 TO MASTER TRANSACTION AGREEMENT
Master Transaction Agreement • January 25th, 2017 • Qualcomm Inc/De • Radio & tv broadcasting & communications equipment • Delaware

THIS AMENDMENT NO. 1 (this “Amendment”) to the Master Transaction Agreement (as amended or modified from time to time in accordance with the terms thereof, the “Master Agreement”) dated as of January 13, 2016 by and among Qualcomm Global Trading Pte. Ltd., a Singapore corporation (“Purchaser”), each other member of the Purchaser Group, TDK Corporation, a Japanese corporation (“Seller”), each other member of the Seller Group, and, solely for purposes of Section 10.9(b) of the Master Agreement, QUALCOMM Incorporated, a Delaware corporation, is made as of December 20, 2016, by and between Purchaser and Seller pursuant to Section 8.3 of the Master Agreement. Capitalized terms used but not otherwise defined herein shall have the same meanings ascribed to such terms in the Master Agreement.

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AMENDMENT NO. 2 TO MASTER TRANSACTION AGREEMENT
Master Transaction Agreement • January 25th, 2017 • Qualcomm Inc/De • Radio & tv broadcasting & communications equipment • Delaware

THIS AMENDMENT NO. 2 (this “Amendment”) to the Master Transaction Agreement (as amended or modified from time to time in accordance with the terms thereof, the “Master Agreement”) dated as of January 13, 2016 by and among Qualcomm Global Trading Pte. Ltd., a Singapore corporation (“Purchaser”), each other member of the Purchaser Group, TDK Corporation, a Japanese corporation (“Seller”), each other member of the Seller Group, and, solely for purposes of Section 10.9(b) of the Master Agreement, QUALCOMM Incorporated, a Delaware corporation, is made as of January 19, 2017, by and between Purchaser and Seller pursuant to Section 8.3 of the Master Agreement. Capitalized terms used but not otherwise defined herein shall have the same meanings ascribed to such terms in the Master Agreement.

Contract
Annual Cash Incentive Plan Performance Unit Agreement • January 25th, 2017 • Qualcomm Inc/De • Radio & tv broadcasting & communications equipment

This Award Agreement between Qualcomm Incorporated (the “Company”) and <<Executive’s Name>> (the “Executive”) evidences the grant of a Performance Unit (this “Award”) under the Qualcomm Incorporated 2016 Long-Term Incentive Plan (the “Plan”), representing a right to receive a cash payment equal to the amount determined by the Compensation Committee (the “Committee”) based on performance as set forth herein.

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