QUALCOMM INC/DE
EXHIBIT 10.2
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>2
<FILENAME>a00338exv10w2.txt
<DESCRIPTION>EXHIBIT 10.2
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.2

                              QUALCOMM INCORPORATED

                             1991 STOCK OPTION PLAN

                ADOPTED BY THE BOARD OF DIRECTORS AUGUST 19, 1991
              AS AMENDED BY THE BOARD OF DIRECTORS ON MAY 4, 1992,
                    SEPTEMBER 8, 1993, AND NOVEMBER 14, 1994
          AS AMENDED BY THE COMPENSATION COMMITTEE ON NOVEMBER 11, 1994
            AS AMENDED BY THE BOARD OF DIRECTORS ON NOVEMBER 6, 1995
           NOVEMBER 18, 1996, NOVEMBER 17, 1997, AND DECEMBER 18, 1997
           AS AMENDED BY THE COMPENSATION COMMITTEE ON APRIL 24, 1998
            AS AMENDED BY THE BOARD OF DIRECTORS ON SEPTEMBER 4, 1998
            AS AMENDED BY THE BOARD OF DIRECTORS ON DECEMBER 7, 1998
       AS AMENDED BY THE STOCK OPTION COMMITTEE EFFECTIVE NOVEMBER 5, 1999

1. PURPOSES.

      (a) The purpose of the Plan is to provide a means by which selected
Employees and Directors of and Consultants to the Company, and its Affiliates,
may be given an opportunity to purchase stock of the Company.

      (b) The Company, by means of the Plan, seeks to retain the services of
persons who are now Employees or Directors of or Consultants to the Company, to
secure and retain the services of new Employees, Directors and Consultants, and
to provide incentives for such persons to exert maximum efforts for the success
of the Company.

      (c) The Company intends that Options issued under the Plan shall, in the
discretion of the Board or any Committee to which responsibility for
administration of the Plan has been delegated pursuant to subsection 3(c), be
either Incentive Stock Options or Non-qualified Stock Options. All Options shall
be separately designated Incentive Stock Options or Non-qualified Stock Options
at the time of grant, and in such form as issued pursuant to Section 6, and a
separate certificate or certificates will be issued for shares purchased on
exercise of each type of Option.

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

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

                                       1.
<PAGE>

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

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

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

      (g) "CONTINUOUS SERVICE AS AN EMPLOYEE, DIRECTOR OR CONSULTANT" means that
the service of an individual to the Company, whether as an Employee, Director or
Consultant, is not interrupted or terminated. The Board or the chief executive
officer of the Company may determine, in that party's sole discretion, whether
Continuous Service as an Employee, Director or Consultant shall be considered
interrupted in the case of: (i) any leave of absence approved by the Board or
the chief executive officer, including sick leave, military leave, or any other
personal leave; or (ii) transfers between the Company or between the Company,
Affiliates or their successors. The term of each Option may be extended at the
discretion of the Board or the chief executive officer (but not beyond ten (10)
years from the date of original grant) for the period of any such approved leave
of absence.

      (h) "COVERED EMPLOYEE" means the chief executive officer and the four (4)
other highest compensated officers of the Company.

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

      (j) "DISABILITY" means total and permanent disability as defined in
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 National Market of the Nasdaq Stock Market, the Fair Market Value
of a share of common stock shall be the average of the highest and lowest price
at which the

                                       2.
<PAGE>

common stock was sold on such exchange or national market on the last market
trading day prior to the date as of which the determination is to be made;

            (ii)  If the common stock is quoted on the Nasdaq Stock Market (but
not on the National Market thereof) or is regularly quoted by a recognized
securities dealer but selling prices are not reported, the Fair Market Value of
a share of common stock shall be the mean between the high bid and high asked
prices for the common stock on the last market trading day prior to the day of
determination, as reported in The Wall Street Journal or such other source as
the Board deems reliable;

            (iii) In the absence of an established 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) "NON-EMPLOYEE DIRECTOR" means a Director who either (i) is not a
current Employee or Officer of the Company or its parent or subsidiary, 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 (except for an amount as to which disclosure would not be required
under Item 404(a) of Regulation S-K promulgated pursuant to the Securities Act
("Regulation S-K")), does not possess an interest in any other transaction as to
which disclosure would be required under Item 404(a) of Regulation S-K, and is
not engaged in a business relationship as to which disclosure would be required
under Item 404(b) of Regulation S-K; or (ii) is otherwise considered a
"non-employee director" for purposes of Rule 16b-3.

      (p) "NON-QUALIFIED STOCK OPTION" means an Option not intended to qualify
as an Incentive Stock Option.

      (q) "OFFICER" means a 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.

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

      (s) "OPTION AGREEMENT" means a written agreement between the Company and
an Optionee evidencing the terms and conditions of an individual Option grant.
The Option Agreement is subject to the terms and conditions of the Plan.

      (t) "OPTIONED STOCK" means the common stock of the Company subject to an
Option.

                                       3.
<PAGE>

      (u) "OPTIONEE" means an Employee or Consultant who holds an outstanding
Option.

      (v) "OUTSIDE DIRECTOR" means a Director who either (i) is not a current
employee of the Company or an "affiliated corporation" (as defined in the
Treasury regulations promulgated under Section 162(m) of the Code), is not a
former employee of the Company or an affiliated corporation receiving
compensation for prior services (other than benefits under a tax qualified
pension plan), was not an officer of the Company or an affiliated corporation at
any time, and is not currently receiving direct or indirect remuneration in any
capacity other than as a Director, or (ii) is otherwise considered an "outside
director" for purposes of Section 162(m) of the Code.

      (w) "PLAN" means this 1991 Stock Option Plan.

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

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 determine from time to time which of the persons eligible
under the Plan shall be granted Options; when and how the Option shall be
granted; whether the Option will be an Incentive Stock Option or a Non-qualified
Stock Option; the provisions of each Option granted (which need not be
identical), including the time or times such Option may be exercised in whole or
in part; and the number of shares for which an Option shall be granted to each
such person.

            (ii)  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.

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

            (iv)  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.

                                       4.
<PAGE>

      (c) The Board may delegate administration of the Plan to a committee
composed of not fewer than two (2) members (the "Committee"), all of the members
of which Committee shall be, in the discretion of the Board, Non-Employee
Directors and/or Outside Directors. 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, including the power to
delegate to a subcommittee of two (2) or more Outside Directors any of the
administrative powers the Committee is authorized to exercise (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. The Board may abolish the Committee at
any time and revest in the Board the administration of the Plan. Notwithstanding
anything in this Section 3 to the contrary, the Board or the Committee may
delegate to a committee of one or more members of the Board the authority to
grant Options to eligible persons who (1) are not then subject to Section 16 of
the Exchange Act and/or (2) are either (i) not then Covered Employees and are
not expected to be Covered Employees at the time of recognition of income
resulting from such Option, or (ii) not persons with respect to whom the Company
wishes to comply with Section 162(m) of the Code.

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 sold pursuant to Options shall not
exceed in the aggregate seventy-three million eight hundred thousand
(73,800,000) shares of the Company's common stock; provided, however, that of
such seventy-three million eight hundred thousand (73,800,000) shares, not more
than ten million six hundred forty-eight thousand nine hundred sixty
(10,648,960) shares of the Company's common stock (after giving effect to the
2:1 split in the Company's common stock effective February 16, 1994 and the 2:1
split in the Company's common stock effective May 10, 1999) shall be issued as a
consequence of the assumption of options to acquire common stock of QUALCOMM,
Inc., a California corporation, (the "Predecessor Company") pursuant to the
Predecessor Company's Stock Option Plan, which plan has been terminated. If any
Option shall for any reason become unexercisable, expire or otherwise terminate,
in whole or in part, the stock not purchasable under such Option shall again
become available for issuance pursuant to the Plan.

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

5.    ELIGIBILITY.

      (a) Incentive Stock Options may be granted only to Employees.
Non-qualified Stock Options may be granted only to Employees, Directors or
Consultants.

                                       5.
<PAGE>

      (b) No person shall be eligible for the grant of an Incentive Stock Option
if, at the time of grant, such person owns (or is deemed to own pursuant to
Section 424(d) of the Code) stock possessing more than ten percent (10%) of the
total combined voting power of all classes of stock of the Company or of any of
its Affiliates unless the exercise price of such Incentive Stock Option is at
least one hundred ten percent (110%) of the Fair Market Value of such stock at
the date of grant and the Incentive Stock Option is not exercisable after the
expiration of five (5) years from the date of grant.

      (c) No Employee shall be eligible to be granted in any calendar year
Options covering more than two percent (2%) of the total number of shares of the
Company's common stock outstanding on the record date for the Company's 1995
Annual Meeting of Stockholders (2,587,720 shares after giving effect to the 2:1
split in the Company's common stock effective May 10, 1999).

6.    OPTION PROVISIONS.

            Each Option shall be in such form and shall contain such terms and
conditions as the Board shall deem appropriate. The provisions of separate
Options need not be identical, but each Option shall include (through
incorporation of provisions hereof by reference in the Option or otherwise) the
substance of 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 generally shall be not less
than 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: (i)
an Option (whether an Incentive Stock Option or a Nonstatutory Stock 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; and (ii) an Option granted to an Employee in The Netherlands may have an
exercise price that is less than one hundred percent (100%) of the fair market
value of the stock subject to the Option on the date the Option is granted if
the exercise price of the Option is no less than one hundred percent (100%) of
the fair market value of the stock subject to the Option on the date the offer
of the Option is approved by the Board.

      (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, (A) by delivery to the Company of other common stock of
the Company or (B) according to a deferred payment arrangement, except that
payment of the common stock's "par value" (as defined in the

                                       6.
<PAGE>

Delaware General Corporation Law) shall not be made by deferred payment, or
other arrangement (which may include, without limiting the generality of the
foregoing, the use of other common stock of the Company) with the person to whom
the Option is granted or to whom the Option is transferred pursuant to
subsection 6(d) in any other form of legal consideration that may be acceptable
to the Board.

      In the case of any deferred payment arrangement, interest shall be payable
at least annually and shall be charged at the minimum rate of interest necessary
to avoid the treatment as interest, under any applicable provisions of the Code,
of any amounts other than amounts stated to be interest under the deferred
payment arrangement.

      (d) 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 Non-qualified Stock Option shall be
transferable by the Optionee only upon such terms and conditions as set forth in
the Option Agreement for such Non-qualified Stock Option, as the Board or the
Committee shall determine in its discretion. Unless otherwise specified in the
Option Agreement, an Optionee 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. The total number of shares of stock subject to an Option may,
but need not, be allotted in periodic installments (which may, but need not, be
equal). The Option Agreement may 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. During the remainder of the term of the Option (if its term extends
beyond the end of the installment periods), the Option may be exercised from
time to time with respect to any shares then remaining subject to the Option.
The provisions of this subsection 6(e) are subject to any Option provisions
governing the minimum number of shares as to which an Option may be exercised.

      (f) SECURITIES LAW COMPLIANCE. The Company may require any Optionee, or
any person to whom an Option is transferred under subsection 6(d), as a
condition of exercising any such Option, (1) to give written assurances
satisfactory to the Company as to the Optionee'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 (2) to give written assurances satisfactory to the
Company stating that such person is acquiring the stock subject to the Option
for such

                                       7.
<PAGE>

person's own account and not with any present intention of selling or otherwise
distributing the stock. These requirements, and any assurances given pursuant to
such requirements, shall be inoperative if (i) the issuance of the shares upon
the exercise of the Option has been registered under a then currently effective
registration statement under the Securities Act of 1933, as amended (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.

      (g) TERMINATION OF EMPLOYMENT OR RELATIONSHIP AS A CONSULTANT OR DIRECTOR.
In the event an Optionee's Continuous Service as an Employee, Director or
Consultant terminates (other than upon 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 as of the date of termination, unless the Option
Agreement expressly provides that the Option may become exercisable for
additional shares after the date of termination), but only within such period of
time as is determined by the Board (but in no event later than the expiration of
the term of such Option as set forth in the Option Agreement). In the case of an
Incentive Stock Option, the Board shall determine such period of time (in no
event to exceed ninety (90) days from the date of termination) when the Option
is granted.

      (h) DISABILITY OF OPTIONEE. In the event an Optionee's Continuous Service
as an Employee, Director or Consultant terminates as a result of the Optionee's
Disability, then: (i) the Option may continue under its original terms, if so
provided in the Option Agreement, or (ii) if the Option Agreement does not
provide for the continuation of the Option under its original terms, then the
Optionee may exercise his or her Option, but only within twelve (12) months from
the date of such termination (or such shorter period specified in the Option
Agreement) and only to the extent that the Optionee was entitled to exercise it
at the date of such termination (but in no event later than the expiration of
the term of such Option as set forth in the Option Agreement).

      (i) DEATH OF OPTIONEE. In the event an Optionee's Continuous Service as an
Employee, Director or Consultant terminates as a result of Optionee's death or
due to the Optionee's Disability and such termination due to Disability is
followed by the Optionee's death, then: (i) the vesting of all unvested shares
may be accelerated as of the date of the death of the Optionee, if so provided
in the Option Agreement, or (ii) if the Option Agreement does not provide for
the acceleration of the vesting of all unvested shares, then the Option may be
exercised, at any time within twelve (12) months following the date of death (or
such shorter period specified in the Option Agreement) (but in no event later
than the expiration of the term of such Option as set forth in the Option
Agreement), by the Optionee's estate or by a person who acquired the right to
exercise the Option by bequest or inheritance, but only to the extent that the
Optionee was entitled to exercise the Option at the date of death.

                                       8.
<PAGE>

      (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 may be subject to a repurchase right in favor of the Company or to any
other restriction the Board determines to be appropriate.

      (k) WITHHOLDING. To the extent provided by the terms of an Option
Agreement, the Optionee may satisfy any federal, state or local tax withholding
obligation relating to the exercise of such Option by any of the following means
or by a combination of such means: (1) tendering a cash payment; (2) authorizing
the Company to withhold shares from the shares of the common stock otherwise
issuable to the participant as a result of the exercise of the Option; or (3)
delivering to the Company owned and unencumbered shares of the common stock of
the Company.

7.    COVENANTS OF THE COMPANY.

      (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 of stock upon exercise of the Options; provided, however,
that this undertaking shall not require the Company to register under the
Securities Act either the Plan, any Option or any stock issued or issuable
pursuant to any such Option. 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) The Board shall have the power to accelerate the time at which an
option may first be exercised or the time during which an Option or any part
thereof will vest pursuant to subsection 6(e) only for purposes of allowing
early exercise, notwithstanding the provisions in the Option stating the time at
which it may first be exercised or the time during which it will vest.

                                       9.
<PAGE>

      (b) Neither an Optionee nor any person to whom an Option is transferred
under subsection 6(d) 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.

      (c) Nothing in the Plan or any instrument executed or Option granted
pursuant thereto shall confer upon any Employee, Director or Consultant or
Optionee any right to continue in the service of the Company or any Affiliate or
shall affect the right of the Company or any Affiliate to terminate the
employment of any Employee, with or without cause, to remove any Director as
provided in the Company's By-Laws and the provisions of the General Corporation
Law of the State of Delaware, or to terminate the relationship of any Consultant
subject to the terms of that Consultant's agreement with the Company or
Affiliate to which such Consultant is providing services.

      (d) To the extent that the aggregate Fair Market Value (determined at the
time of grant) of stock with respect to which Incentive Stock Options are
exercisable for the first time by any Optionee during any calendar year under
all plans of the Company and its Affiliates exceeds one hundred thousand dollars
($100,000), the Options or portions thereof which exceed such limit (according
to the order in which they were granted) shall be treated as Non-qualified Stock
Options.

      (e) For purposes of interpretation of the Plan as it relates to the offer
of an Option in The Netherlands "grant" or "granted" as used in the Plan, with
the exception of subsections 6(b) and (c) of the Plan, shall be read as "grant
or offer" or "granted or offered" respectively.

10.   ADJUSTMENTS UPON CHANGES IN STOCK.

      (a) If any change is made in the stock subject to the Plan, or subject to
any Option (through merger, consolidation, reorganization, recapitalization,
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 of the
Company), the Plan will be appropriately adjusted in the type(s) and maximum
number of securities subject to the Plan as well as the maximum number of
securities subject to award to any Employee during any calendar year pursuant to
subsection 5(c), and each outstanding Option will be appropriately adjusted in
the type(s), number of securities, and price per share of stock subject to the
outstanding Option. Such adjustments shall be made by the Board or Committee,
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.")

                                      10.
<PAGE>

      (b) In the event of: (1) a merger or consolidation in which the Company is
not the surviving corporation or (2) a reverse merger in which the Company is
the surviving corporation but the shares of the Company's common stock
outstanding immediately preceding the merger are converted by virtue of the
merger into other property, whether in the form of securities, cash or otherwise
then to the extent permitted by applicable law: (i) any surviving corporation
shall assume any Options outstanding under the Plan or shall substitute similar
Options for those outstanding under the Plan, or (ii) such Options shall
continue in full force and effect. In the event any surviving corporation
refuses to assume or continue such Options, or to substitute similar options for
those outstanding under the Plan, then, with respect to Options held by persons
then performing services as Employees, Directors or Consultants for the Company,
the time at which such Options may first be exercised shall be accelerated and
the Options terminated if not exercised prior to such event. In the event of a
dissolution or liquidation of the Company, any Options outstanding under the
Plan shall terminate if not exercised prior to such event.

      (c) In addition, with respect to any person who was providing Continuous
Service as an Employee, Director or Consultant immediately prior to the
consummation of the Change in Control, any Options held by such person shall
immediately become fully vested and exercisable (and any repurchase right by the
Company with respect to shares acquired by such person under an Option shall
lapse) if such person is Involuntarily Terminated Without Cause or
Constructively Terminated within twenty-four (24) months following the Change in
Control. Notwithstanding the preceding sentence, in the event all of the
following occurs: (i) such contemplated Change in Control would occur prior to
December 18, 1999 (the date two (2) years following the adoption of this Section
10(c)); (ii) such potential acceleration of vesting (and exercisability) would
by itself result in a contemplated Change in Control that would otherwise be
eligible to be accounted for as a "pooling of interests" accounting transaction
to become ineligible for such accounting treatment; and (iii) the potential
acquiror of the Company desires to account for such contemplated Change in
Control as a "pooling of interests" transaction, then such acceleration shall
not occur. Additionally, in the event that the restrictions upon acceleration
provided for in the immediately preceding sentence by itself would result in a
contemplated Change in Control to become ineligible to be accounted for as a
"pooling of interests" accounting transaction, then such restrictions shall be
deemed inoperative. Accounting issues shall be determined by the Company's
independent public accountants applying generally accepted accounting
principles.

      For purposes of the Plan, Constructively Terminated shall mean the
voluntary termination of employment by Optionee after any of the following are
undertaken without Optionee's express written consent: (a) the assignment to
Optionee of any duties or responsibilities which result in a material diminution
or adverse change of Optionee's position, status or circumstances of employment,
but does not include a mere change in title or reporting relationship; (b)
reduction by the Company in Optionee's base salary; (c)

                                      11.
<PAGE>

any failure by the Company to continue in effect any benefit plan or
arrangement, including incentive plans or plans to receive securities of the
Company, in which Optionee is participating (hereinafter referred to as "Benefit
Plans"), or the taking of any action by the Company which would adversely affect
Optionee's participation in or reduce Optionee's benefits under any Benefit
Plans or deprive Optionee of any fringe benefit then enjoyed by Optionee,
provided, however, that Optionee's termination is not deemed to be
Constructively Terminated if the Company offers a range of benefit plans and
programs which, taken as a whole, are comparable to the Benefit Plans; (d) a
relocation of Optionee or the Company's principal business offices to a location
more than fifty (50) miles from the location at which Optionee performs duties,
except for required travel by Optionee on the Company's business to an extent
substantially consistent with Optionee's business travel obligations; (e) any
breach by the Company of any material agreement between Optionee and the Company
concerning Optionee's employment; or (f) any failure by the Company to obtain
the assumption of any material agreement between Optionee and the Company
concerning Optionee's employment by any successor or assign of the Company.

      For purposes of the Plan, Involuntarily Terminated Without Cause shall
mean dismissal or discharge of Optionee for any reason other than Cause, death
or Disability.

      For purposes of the Plan, Cause shall mean any of the following: (a) an
intentional act which materially injures the Company; (b) an intentional refusal
or failure to follow lawful and reasonable directions of the Board or an
individual to whom Optionee reports (as appropriate); (c) a willful and habitual
neglect of duties; or (d) a conviction of a felony involving moral turpitude
which is reasonably likely to inflict or has inflicted material injury on the
Company.

11.   AMENDMENT OF THE PLAN.

      (a) The Board at any time, and from time to time, may amend 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 within twelve (12) months before or after the adoption of the
amendment, where the amendment will:

            (i)   Increase the number of shares reserved for options under the
                  Plan;

            (ii)  Modify the requirements as to eligibility for participation in
the Plan (to the extent such modification requires stockholder approval in order
for the Plan to satisfy the requirements of Section 422 of the Code); or

                                      12.
<PAGE>

            (iii) Modify the Plan in any other way if such modification requires
stockholder approval in order for the Plan to satisfy the requirements of
Section 422 of the Code or to comply with the requirements of Rule 16b-3.

      (b) It is expressly contemplated that the Board may amend the Plan in any
respect the Board deems necessary or advisable to provide Optionees with the
maximum benefits provided or to be provided under the provisions of the Code and
the regulations promulgated thereunder relating to Incentive Stock Options
and/or to bring the Plan and/or Incentive Stock Options granted under it into
compliance therewith.

      (c) Rights and obligations under any Option granted before amendment of
the Plan or of such Option shall not be impaired by any amendment of the Plan
unless (i) the Company requests the consent of the person to whom the Option was
granted and (ii) such person consents in writing.

      (d) The Board at any time, and from time to time, may amend the terms of
any one or more Options; provided, however, that the rights and obligations
under any Option shall not be impaired by any 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, and; provided, further, that any repricing
of outstanding Options shall in no event apply to Officers as defined in
subsection 2(q) or to persons denominated as officers of the Company by the
Board.

      (e) The Board may in its sole discretion submit any other amendment to the
Plan for stockholder approval, including, but not limited to, amendments to the
Plan intended to satisfy the requirements of Section 162(m) of the Code and the
regulations promulgated thereunder regarding the exclusion of performance-based
compensation from the limit on corporate deductibility of compensation paid to
certain executive officers.

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 August 18, 2001, which shall be within
ten (10) years from the date the Plan is adopted by the Board or approved by the
stockholders of the Company, whichever is earlier. No Options may be granted
under the Plan while the Plan is suspended or after it is terminated.

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

13.   EFFECTIVE DATE OF PLAN.

                                      13.
<PAGE>

      The Plan shall become effective as determined by the Board, but no Options
granted under the Plan shall be exercised unless and until the Plan has been
approved by the stockholders of the Company.

           PROVISIONS APPLICABLE TO PERSONS SUBJECT TO THE LAWS OF THE
                               REPUBLIC OF FRANCE

            Pursuant to its authority to administer and amend the Plan, the
Committee has adopted the following provisions so that an Option granted to an
Employee who is subject to the laws of the Republic of France will provide the
maximum benefits under the provisions of French law (the "French Option"), and
to provide incentives for such Employee to exert maximum efforts for the success
of the Company. The Company intends that French Options granted pursuant to
these provisions shall qualify for the favorable treatment applicable to stock
options that comply with sections L 208-1 to L 208-8-2 of the Law n degrees
66-537 of July 24, 1966 (the "French Law"). The terms of the Plan, as adopted
and subsequently amended by the Board and the Committee, and as modified by the
following provisions, constitute QUALCOMM Inc.'s Stock Option Plan for Employees
subject to the laws of the Republic of France ("the French Plan"). Under the
French Plan, such Employees will be granted only French Options. In no case will
such Employees be granted substitute awards. Except as set forth below, the
terms of the Option Agreement for a French Option shall otherwise comply with
the other terms of the Plan.

14.   ELIGIBILITY FOR FRENCH OPTION.

      (a) No person shall be granted a French Option unless such person is an
Employee.

      (b) No person shall be eligible for the grant of a French Option if, at
the time of grant, such person owns (or is deemed to own pursuant to the
applicable laws of France) stock possessing more than ten percent (10%) of
either (i) the total combined voting power of all classes of stock of the
Company or of any of its Affiliates, or (ii) the Company's capital shares (as
defined under French law).

15.   ADMINISTRATION.

      (a) The French Plan, including the determination of the time to grant a
French Option, shall be administered in accordance with Section 3 of the Plan.

      (b) Except as otherwise provided in the French Plan, terms used in the
French Plan shall have the same meanings as set forth under Section 2 of the
Plan.

                                      14.
<PAGE>

      (c) Throughout the term of the Plan, no French Option shall be granted, if
by making such grant, the aggregate number of shares subject to outstanding
French Options could at any time exceed one-third of the aggregate number of all
shares of all classes of stock of the Company authorized for issuance.

16.   FRENCH OPTION PROVISIONS.

      (a) PRICE. The exercise price of a French Option shall be no less than the
higher of: (i) ninety-five percent (95%) of the average closing sales price for
such stock (or the closing bid, if no sales were reported) as quoted on such
exchange or market (or the exchange or market with the greatest volume of
trading in the Company's common stock) for the twenty (20) market trading days
immediately preceding the day of determination, as reported in The Wall Street
Journal or such other source as the Board deems reliable; or (ii) one hundred
percent (100%) of the Fair Market Value of the stock.

      (b) TRANSFERABILITY. The terms of a French Option shall provide that
during the lifetime of the Optionee, the French Option may be exercised only by
the Optionee. The terms of a French Option shall not permit transfer of the
French Option, except on death and then only to the extent permitted by French
law. In the event of the death of the Optionee during the Optionee's Continuous
Service as an Employee, Director or Consultant, such French Option may be
transferred to the extent permitted by French law. A French Option so
transferred may be exercised (to the extent the Optionee was entitled to
exercise such French Option as of the date of death) by the transferee only
within the period ending on the earlier of (i) the date six (6) months following
the date of death, or (ii) the expiration of the term of such French Option as
set forth in the Option Agreement.

      (c) VESTING. A French Option shall vest (become exercisable) as provided
in the Option Agreement, subject to the condition that on the vesting date, the
Optionee is a salaried employee of the Company or its Affiliate, except such
condition shall not apply in the event of the Optionee's Disability, or as
provided under Section 10 of the French Plan. The Option Agreement for a French
Option may, but need not, include a provision whereby the Optionee may elect, at
any time while an Employee, to exercise the French Option as to any part or all
of the shares subject to such French Option prior to the full vesting of such
French Option. Any unvested shares so purchased shall be subject to a repurchase
right in favor of the Company until such shares have vested and may be subject
to any other restriction the Board determines to be appropriate (e.g., a
prohibition on the sale of such unvested shares without the prior written
consent of the Company).

      (d) DEATH. In the event of the death of an Optionee, the Option Agreement
for a French Option shall provide that such Optionee's heirs may only exercise
the French Option within a period of time not to exceed six months following
such Optionee's death (and in no event after the date on which the French Option
would otherwise terminate). If, after the Optionee's death, the French Option is
not exercised within the time specified

                                      15.
<PAGE>

in the Option Agreement, the French Option shall terminate, and the shares
covered by such French Option shall revert to and again become available for
issuance pursuant to Options (whether or not a French Option) granted under the
Plan.

17.   ADJUSTMENTS UPON CHANGES IN STOCK.

      Any adjustment pursuant to Section 10 of the Plan, of stock subject to a
French Option, shall be made (a) in accordance with the applicable law of the
state in which the Company is incorporated at the time the adjustment is made,
and (b) in accordance with any applicable rules of the stock exchange (including
for this purpose the Nasdaq National Market System) which the Company uses to
determine Fair Market Value; provided however, that such adjustments are among
those contemplated by section L 208-5 of the French Law (or any successor
provision).

18.   INTERPRETATION.

      It is intended that options granted under the French Plan shall qualify
for the favorable tax and social security treatment applicable to stock options
granted under sections L 208-1 up to L 208-8-2 of the Law n degrees 66-537 of
July 24, 1966 and in accordance with the relevant provisions set forth by French
tax law and the French tax administration. The terms of the French Plan shall be
interpreted accordingly and in accordance with the relevant provisions set forth
by French tax and social security laws, as well as the French tax and social
security regulations.

19.   GOVERNING LAW.

      Except as required by French tax and social security laws and regulations,
the Plan shall be governed and construed in accordance with the laws of the
State of California and the United States of America.

20.   ADOPTION

      The French Plan was adopted by a meeting of the Committee duly appointed
by the Board, held on April 24, 1998.

                                      16.

</TEXT>
</DOCUMENT>
