QUALCOMM INC/DE
EXHIBIT 10.40
<DOCUMENT>
<TYPE>EX-10.40
<SEQUENCE>3
<FILENAME>a71824ex10-40.txt
<DESCRIPTION>EXHIBIT 10.40
<TEXT>

<PAGE>   1
                                                                   Exhibit 10.40

                             QUALCOMM INCORPORATED


                            STOCK OPTION GRANT NOTICE

QUALCOMM INCORPORATED (the "Company"), pursuant to its 2001 Stock Option 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 Plan(1) which are incorporated
herein in their entirety.

<TABLE>
<S>                                                          <C>
Optionee/Emp #:  [[ First_Name ]] [[ Last_Name ]] #[[ ID ]]  Grant No.:  [[ Number ]]
Date of Grant:  [[ Option_Date ]]                            Shares Subject to Option: [[ Shares_Granted ]]
Exercise Price Per Share:  [[ Option_Price ]]                Expiration Date: [[ Expiration_Date_Period_1 ]]
</TABLE>

        VESTING SCHEDULE

<TABLE>
<CAPTION>
         Exercisable Shares             Full Vesting Date              Expiration Date
         ------------------             -----------------              ---------------
<S>                                   <C>                          <C>
     [[ Shares_Period_1 ]]            [[ Vest_Date_Period_1 ]]     [[ Expiration_Date_Period_1 ]]
    *[[ Shares_Period_2 ]]            [[ Vest_Date_Period_2 ]]     [[ Expiration_Date_Period_1 ]]
</TABLE>

  *These option shares vest on each monthly anniversary date after
  [[ Vest_Date_Period_1 ]] as to 1/60th of the total shares granted.

ADDITIONAL TERMS/ACKNOWLEDGMENTS: The undersigned Optionee acknowledges receipt
of, and represents that the Optionee has read, understands, accepts and agrees
to the terms of the following: this Grant Notice, the Stock Option Agreement and
the Plan (including, but not limited to, the binding arbitration provision in
Section 3.8 of the Plan). Optionee hereby accepts the Option subject to all of
its terms and conditions and further acknowledges that as of the Date of Grant,
this Grant Notice, the Stock Option Agreement and the Plan set forth the entire
understanding between Optionee and the Company regarding the acquisition of
stock in the Company and supersedes all prior oral and written agreements
pertaining to this particular option.

NOTE: THE OPTIONEE IS SOLELY RESPONSIBLE FOR ANY ELECTION TO EXERCISE THE
OPTION, AND THE COMPANY SHALL HAVE NO OBLIGATION WHATSOEVER TO PROVIDE NOTICE TO
THE OPTIONEE OF ANY MATTER, INCLUDING, BUT NOT LIMITED TO, THE DATE THE OPTION
TERMINATES.

QUALCOMM INCORPORATED:                     OPTIONEE:


By:_______________________________         ____________________________________
Richard Sulpizio                           Signature
President
Dated:  [[ Option_Date ]]                  Date:_______________________________

Attachment:       Stock Option Agreement (A9)


                                       1
<PAGE>   2

                              QUALCOMM INCORPORATED
                             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
2001 Stock Option Plan (the "Plan") shall have the same definitions as in the
Plan.

        The details of this Option are as follows:

        1. VESTING. Except as otherwise provided in the Plan, this option will
vest as provided in the Grant Notice.

        2. EXERCISE OF THE OPTION.

               2.1 METHOD OF EXERCISE. You may exercise the vested portion of
this Option at any time prior to the expiration of the Option by delivering a
notice of exercise in such form as may be designated by the Company from time to
time together with the exercise price to the Secretary of the Company, or to
such other person as the Company may designate, during regular business hours
and prior to the expiration of the Option, together with such additional
documents as the Company may then require pursuant to the terms of the Plan.

               2.2 METHOD OF PAYMENT. Payment of the exercise price may be by
cash (or check), or pursuant to a program developed under Regulation T as
promulgated by the Federal Reserve Board which, prior to the issuance of Stock,
results in either the receipt of cash (or check) by the Company or the receipt
of irrevocable instructions to a broker which provides for the payment of the
aggregate exercise price to the Company, or a combination of the above methods,
as the Company may designate from time to time.

               2.3 TAX WITHHOLDING. By exercising this Option you agree that as
a condition to any exercise of this Option, the Company may withhold from your
pay and any other amounts payable to you, or require you to enter an arrangement
providing for the payment by you to the Company of any tax withholding
obligation of the Company arising by reason of (1) the exercise of this Option;
(2) the lapse of any substantial risk of forfeiture to which the Stock is
subject at the time of exercise; or (3) the disposition of Stock acquired upon
such exercise.

               2.4 RESPONSIBILITY FOR EXERCISE. You are responsible for taking
any and all actions as may be required to exercise this Option in a timely
manner and for properly executing any such documents as may be required for
exercise in accordance with such rules and procedures as may be established from
time to time. By signing this Agreement you acknowledge that information
regarding the procedures and requirements for this exercise of the Option is
available to you on request. The Company shall have no duty or obligation to
notify you of the expiration date of this Option.


                                       2
<PAGE>   3

        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 the Plan; or

                      (d) a Change of Control, to the extent provided in the
Plan.

        5. 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.

        6. 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.

        7. ARBITRATION. Any dispute or claim concerning any Options granted (or
not granted) pursuant to the Plan and any other disputes or claims relating to
or arising out of the Plan shall be fully, finally and exclusively resolved by
binding arbitration conducted by the American Arbitration Association pursuant
to the commercial arbitration rules in San Diego, California. By accepting an
Option, Participants and the Company waive their respective rights to have any
such disputes or claims tried by a judge or jury.

        8. AMENDMENT. The Board may amend your Option at any time, provided no
such amendment may adversely affect the Option or any unexercised portion of
your Option, without your consent unless such amendment is necessary to comply
with any applicable law or government regulation. No amendment or addition to
this Stock Option Agreement shall be effective unless in writing or, in such
electronic form as may be designated by the Company.

        9. 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


                                        3
<PAGE>   4

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.






                                       4

</TEXT>
</DOCUMENT>
