TEXAS INSTRUMENTS LONG-TERM INCENTIVE PLAN As Adopted April 15, 1993

EX-10.C 26 txn-12312011xexhibit10c.htm EXHIBIT 10(C) TXN - 12.31.2011 - Exhibit 10(c)

Exhibit 10(c)

TEXAS INSTRUMENTS LONG-TERM INCENTIVE PLAN

As Adopted April 15, 1993

The Texas Instruments Long-Term Incentive Plan is designed to enhance the

ability of the Company to attract and retain exceptionally qualified

individuals and to encourage them to acquire a proprietary interest in the

growth and performance of the Company.

For purposes of the Plan, unless otherwise indicated, the term "Company" shall

mean Texas Instruments Incorporated and its subsidiaries of which

substantially all of the voting stock is owned directly or indirectly by Texas

Instruments.

Eligibility

Any employee of the Company, including any officer or employee-director, shall

be eligible to be designated a Participant (defined below). Directors who are

not full-time or part-time officers or employees are not eligible to be

designated Participants.

Compensation Committee

The Plan shall be administered by a Committee of the Board of Directors which

shall be known as the Compensation Committee (the "Committee"). The

Committee shall be appointed by a majority of the whole Board and shall

consist of not less than three directors. The Board may designate one or more

directors as alternate members of the Committee who may replace any absent or

disqualified member at any meeting of the Committee. A director may serve as

a member or alternate member of the Committee only during periods in which he

is a "disinterested person" as described in Rule 16b-3 under the Securities

Exchange Act of 1934, as in effect from time to time ("Rule 16b-3"). No

member or alternate member of the Committee shall be eligible, while a member

or alternate member, for participation in the Plan. The Committee shall have

full power and authority to construe, interpret and administer the Plan. It

may issue rules and regulations for administration of the Plan. It shall meet

at such times and places as it may determine. A majority of the members of

the Committee shall constitute a quorum and all decisions of the Committee

shall be final, conclusive and binding upon all parties, including the

Company, the stockholders and the employees.

Definitions

As used in the Plan, the following terms shall have the meanings set forth

below:

(a) "Award" shall mean any Option, Restricted Stock, Restricted Stock Unit,

Performance Unit or Other Stock-Based Award granted under the Plan.

(b) "Award Agreement" shall mean any written agreement, contract or other

instrument or document evidencing any Award granted under the Plan.

time to time.

(d) "Fair Market Value" shall mean, with respect to any property (including,

without limitation, any Shares or other securities), the fair market

value of such property determined by such methods or procedures as shall

be established from time to time by the Committee.

(e) "Incentive Stock Option" shall mean an option granted under paragraph

(a) under the heading "Awards" set forth below that is intended to meet

the requirements of Section 422 of the Code, or any successor provision

thereto.

(f) "Non-Qualified Stock Option" shall mean an option granted under said

paragraph (a) that is not intended to be an Incentive Stock Option.

(g) "Option" shall mean an Incentive Stock Option or a Non-Qualified Stock

Option.

(h) "Other Stock-Based Award" shall mean any right granted under paragraph

(d) under the heading "Awards" set forth below.

(i) "Participant" shall mean an employee designated to be granted an Award

under the Plan.

(j) "Performance Unit" shall mean any right granted under paragraph (c)

under the heading "Awards" set forth below.

(k) "Released Securities" shall mean securities that were Restricted

Securities with respect to which all applicable restrictions have

expired, lapsed, or been waived.

(l) "Restricted Securities" shall mean Awards of Restricted Stock or other

Awards under which issued and outstanding Shares are held subject to

certain restrictions.

(m) "Restricted Stock" shall mean any Share granted under paragraph (b)

under the heading "Awards" set forth below.

(n) "Restricted Stock Unit" shall mean any right granted under said

paragraph (b) that is denominated in Shares.

(o) "Shares" shall mean shares of the common stock of the Company, $1.00 par

value.

Administration of Plan

The Plan shall be administered by the Committee. Subject to the terms of the

Plan and applicable law, the Committee shall have full power and authority to:

(i) designate Participants; (ii) determine the type or types of Awards to be

granted to each Participant under the Plan; (iii) determine the number of

Shares to be covered by (or with respect to which payments, rights, or other

matters are to be calculated in connection with) Awards; (iv) determine the

terms and conditions of any Award; (v) determine whether, to what extent, and

under what circumstances Awards may be settled or exercised in cash, Shares,

other securities, other Awards, or other property, or canceled, forfeited or

suspended, and the method or methods by which Awards may be settled,

exercised, canceled, forfeited or suspended; (vi) determine whether, to what

extent, and under what circumstances cash, Shares, other securities, other

Awards, other property, and other amounts payable with respect to an Award

under the Plan shall be deferred either automatically or at the election of

the holder thereof or of the Committee; (vii) interpret and administer the

Plan and any instrument or agreement relating to, or Award made under, the

Plan; (viii) establish, amend, suspend or waive such rules and regulations and

appoint such agents as it shall deem appropriate for the proper administration

of the Plan; and (ix) make any other determination and take any other action

that the Committee deems necessary or desirable for the administration of the

Plan.

Unless otherwise determined by the Committee, the amounts of any dividend

equivalents or interest determined by the Committee to be payable with respect

to any Awards shall not be counted against the aggregate number of shares

available for granting Awards under the Plan. Unless otherwise expressly

provided in the Plan, all designations, determinations, interpretations and

other decisions under or with respect to the Plan or any Award shall be within

the sole discretion of the Committee, may be made at any time, and shall

be final, conclusive and binding upon all persons, including the Company, any

Participant, any holder or beneficiary of any Award, any stockholder and any

employee of the Company.

Shares Available for Awards

Subject to adjustment as provided below:

(a) Number of Shares Available

(i) Overall. The number of Shares available for granting Awards

(including Awards of Restricted Stock and Restricted Stock Units

and Other Stock-Based Awards) under the Plan during the term of

the Plan shall be 4,000,000 shares. If, after the effective date

of the Plan, any Shares covered by an Award granted under the

Plan, or by an option granted under the Company's 1974, 1984 or

1988 Stock Option Plans, or to which such an Award relates, are

forfeited, or if an Award or such an option otherwise terminates

without the delivery of Shares or of other consideration, then the

Shares covered by such Award or option, or to which such Award

relates, or the number of Shares otherwise counted against the

aggregate number of Shares available under the Plan with respect

to such Award, to the extent of any such forfeiture or

termination, shall again be, or shall become, available for

granting Awards under the Plan to the extent permitted by Rule

16b-3.

(ii) Additional Restriction. The maximum number of Shares that may be

awarded under paragraph (b), "Restricted Stock and Restricted

Stock Units," and paragraph (d), "Other Stock-Based Awards," under

the heading "Awards" below during the term of the Plan shall be

1,000,000 shares.

(b) Accounting for Awards

For purposes of this section:

(i) If an Award is denominated in Shares, the number of Shares covered

by such Award, or to which such Award relates, shall be counted on

the date of grant of such Award against the aggregate number of

Shares available for granting Awards under the Plan; and

(ii) Awards not denominated in Shares shall be counted against the

aggregate number of Shares available for granting Awards under the

Plan in such amount and at such time as the Committee shall

determine under procedures adopted by the Committee consistent

with the purposes of the Plan;

provided, however, that Awards that operate in tandem with (whether granted

simultaneously with or at a different time from) other Awards may be counted

or not counted under procedures adopted by the Committee in order to avoid

double counting. Any Shares that are delivered by the Company, and any Awards

that are granted by, or become obligations of, the Company, through the

assumption by the Company of, or in substitution for, outstanding awards

previously granted by an acquired company shall not, except in the case of

Awards granted to employees who are officers or directors of the Company for

purposes of Section 16 of the Securities Exchange Act of 1934, as amended, be

counted against the Shares available for granting Awards under the Plan.

Any Shares delivered pursuant to an Award may consist, in whole or in part, of

authorized and unissued Shares or of treasury Shares.

(d) Adjustments

In the event that the Committee shall determine that any dividend or other

distribution (whether in the form of cash, Shares, other securities, or other

property), recapitalization, stock split, reverse stock split,

reorganization, merger, consolidation, split-up, spin-off, combination,

repurchase or exchange of Shares or other securities of the Company, issuance

of warrants or other rights to purchase Shares or other securities of the

Company, or other similar corporate transaction or event affects the Shares

such that an adjustment is determined by the Committee to be appropriate in

order to prevent dilution or enlargement of the benefits or potential benefits

intended to be made available under the Plan, then the Committee shall, in

such manner as it may deem equitable, adjust any or all of (i) the number and

type of Shares (or other securities or property) which thereafter may be made

the subject of Awards, (ii) the number and type of Shares (or other securities

or property) subject to outstanding Awards, and (iii) the grant, purchase, or

exercise price with respect to any Award or, if deemed appropriate, make

provision for a cash payment to the holder of an outstanding Award; provided,

however, in each case, that with respect to Awards of Incentive Stock Options

no such adjustment shall be authorized to the extent that such authority would

cause the Plan to violate Section 422(b)(1) of the Code or any successor

provision thereof; and provided further, that the number of Shares subject to

any Award denominated in Shares shall always be a whole number.

Awards

(a) Options

The Committee is hereby authorized to grant Options to Participants with the

following terms and conditions and with such additional terms and conditions,

in either case not inconsistent with the provisions of the Plan, as the

Committee shall determine:

(i) Exercise Price. The purchase price per Share purchasable under an

Option shall be determined by the Committee; provided, however,

that, except in the case of Options granted through assumption of,

or in substitution for, outstanding awards previously granted by

an acquired company, such purchase price shall not be less than

the Fair Market Value of a Share on the date of grant of such

Option.

(ii) Option Term. The term of each Option shall be fixed by the

Committee.

(iii) Time and Method of Exercise. The Committee shall determine the

time or times at which an Option may be exercised in whole or in

part, and the method or methods by which, and the form or forms,

including, without limitation, cash, Shares, other Awards, or

other property, or any combination thereof, having a Fair Market

Value on the exercise date equal to the relevant exercise price,

in which, payment of the exercise price with respect thereto may

be made or deemed to have been made.

(iv) Incentive Stock Options. The terms of any Incentive Stock Option

granted under the Plan shall comply in all respects with the

provisions of Section 422 of the Code, or any successor provision

thereto, and any regulations promulgated thereunder.

(b) Restricted Stock and Restricted Stock Units

(i) Issuance. The Committee is hereby authorized to grant Awards of

Restricted Stock and Restricted Stock Units to Participants.

(ii) Restrictions. Shares of Restricted Stock and Restricted Stock

Units shall be subject to such restrictions as the Committee may

impose (including, without limitation, any limitation on the right

to vote a Share of Restricted Stock or the right to receive any

dividend or other right or property), which restrictions may lapse

separately or in combination at such time or times, in such

installments or otherwise, as the Committee may deem appropriate.

(iii) Registration. Any Restricted Stock granted under the Plan may be

evidenced in such manner as the Committee may deem appropriate

including, without limitation, book-entry registration or issuance

of a stock certificate or certificates. In the event any stock

certificate is issued in respect of Shares of Restricted Stock

granted under the Plan, such certificate shall be registered in

the name of the

Participant and shall bear an appropriate legend referring to the

terms, conditions, and restrictions applicable to such Restricted

Stock.

(iv) Forfeiture. Except as otherwise determined by the Committee, upon

termination of employment (as determined under criteria

established by the Committee) for any reason during the applicable

restriction period, all Shares of Restricted Stock and all

Restricted Stock Units still, in either case, subject to

restriction shall be forfeited and reacquired by the Company;

provided, however, that the Committee may, when it finds that a

waiver would be in the best interests of the Company, waive in

whole or in part any or all remaining restrictions with respect to

Shares of Restricted Stock or Restricted Stock Units.

Unrestricted Shares, evidenced in such manner as the Committee

shall deem appropriate, shall be delivered to the holder of

Restricted Stock promptly after such Restricted Stock shall become

Released Securities.

The Committee is hereby authorized to grant Performance Units to

Participants. Subject to the terms of the Plan, a Performance Unit granted

under the Plan (i) may be denominated or payable in cash, Shares (including,

without limitation, Restricted Stock), other securities, other Awards, or

other property and (ii) shall confer on the holder thereof rights valued as

determined by the Committee and payable to, or exercisable by, the holder of

the Performance Unit, in whole or in part, upon the achievement of such

performance goals during such performance periods as the Committee shall

establish. Subject to the terms of the Plan, the performance goals to be

achieved during any performance period, the length of any performance period,

the amount of any Performance Unit granted and the amount of any payment or

transfer to be made pursuant to any Performance Unit shall be determined by

the Committee.

(d) Other Stock-Based Awards

The Committee is hereby authorized to grant to Participants such other Awards

(including, without limitation, stock appreciation rights) that are

denominated or payable in, valued in whole or in part by reference to, or

otherwise based on or related to, Shares (including, without limitation,

securities convertible into Shares) as are deemed by the Committee to be

consistent with the purposes of the Plan. Subject to the terms of the Plan,

the Committee shall determine the terms and conditions of such Awards. Shares

or other securities delivered pursuant to a purchase right granted under this

paragraph (d) shall be purchased for such consideration, which may be paid by

such method or methods and in such form or forms, including, without

limitation, cash, Shares, other securities, other Awards, or other property,

or any combination thereof, as the Committee shall determine, the value of

which consideration, as established by the Committee, shall, except in the

case of Awards granted through assumption of, or in substitution for,

outstanding awards previously granted by an acquired company, not be less

than the Fair Market Value of such Shares or other securities as of the date

such purchase right is granted.

(e) General

(i) No Cash Consideration for Awards. Awards shall be granted for no

cash consideration or for such minimal cash consideration as may

be required by applicable law.

(ii) Awards May Be Granted Separately or Together. Awards may, in the

discretion of the Committee, be granted either alone or in

addition to or in tandem with any other Award or any award granted

under any other plan of the Company. Awards granted in addition

to or in tandem with other Awards, or in addition to or in tandem

with awards granted under any other plan of the Company, may be

granted either at the same time as or at a different time from the

grant of such other Awards or awards.

(iii) Forms of Payment Under Awards. Subject to the terms of the Plan,

payments or transfers to be made by the Company upon the grant,

exercise or payment of an Award may be made in such form or forms

as the Committee shall determine including, without limitation,

cash, Shares, other securities,

other Awards, or other property, or any combination thereof, and

may be made in a single payment or transfer, in installments, or

on a deferred basis, in each case in accordance with rules and

procedures established by the Committee. Such rules and

procedures may include, without limitation, provisions for the

payment or crediting of reasonable interest on installment or

deferred payments or the grant or crediting of dividend

equivalents in respect of installment or deferred payments.

(iv) Limits on Transfer of Awards. No Award (other than Released

Securities), and no right under any such Award, shall be

assignable, alienable, saleable or transferable by a Participant

otherwise than by will or by the laws of descent and distribution

(or, in the case of an Award of Restricted Securities, to the

Company); provided, however, that, if so determined by the

Committee, a Participant may, in the manner established by the

Committee, designate a beneficiary or beneficiaries to exercise

the rights of the Participant, and to receive any property

distributable, with respect to any Award upon the death of the

Participant. Each Award, and each right under any Award, shall be

exercisable during the Participant's lifetime only by the

Participant or, if permissible under applicable law, by the

Participant's guardian or legal representative. No Award (other

than Released Securities), and no right under any such Award, may

be pledged, alienated, attached, or otherwise encumbered, and any

purported pledge, alienation, attachment or encumbrance thereof

shall be void and unenforceable against the Company.

(v) Term of Awards. The term of each Award shall be for such period

as may be determined by the Committee; provided, however, that in

no event shall the term of any Incentive Stock Option exceed a

period of ten years from the date of its grant.

(vi) Share Certificates. All certificates for Shares or other

securities delivered under the Plan pursuant to any Award or the

exercise thereof shall be subject to such stop transfer orders and

other restrictions as the Committee may deem advisable under the

Plan or the rules, regulations, and other requirements of the

Securities and Exchange Commission, any stock exchange upon which

such Shares or other securities are then listed, and any

applicable Federal or state securities laws, and the Committee may

cause a legend or legends to be put on any such certificates to

make appropriate reference to such restrictions.

Amendment and Termination

Except to the extent prohibited by applicable law and unless otherwise

expressly provided in an Award Agreement or in the Plan:

a) Amendments to the Plan

The Board of Directors of the Company may amend, alter, suspend, discontinue

or terminate the Plan, without the consent of any share owner, Participant,

other holder or beneficiary of an Award, or other person; provided, however,

that, no such action shall impair the rights under any Award theretofore

granted under the Plan and that, notwithstanding any other provision of the

Plan or any Award Agreement, without the approval of the stockholders of the

Company no such amendment, alteration, suspension, discontinuation or

termination shall be made that would:

(i) increase the total number of Shares available for Awards under the

Plan, except as provided under the heading "Shares Available for

Awards" above; or

(ii) permit Options or other Stock-Based Awards encompassing rights to

purchase Shares to be granted with per Share grant, purchase, or

exercise prices of less than the Fair Market Value of a Share on

the date of grant thereof, except to the extent permitted in

paragraphs (a) or (d) under the heading "Awards" above.

(b) Amendments to Awards

The Committee may waive any conditions or rights under, amend any terms of, or

amend, alter, suspend, discontinue or terminate, any Award theretofore

granted, prospectively or retroactively, without the consent of any relevant

Participant or holder or beneficiary of an Award, provided that no such action

shall impair the rights of any relevant Participant or holder or beneficiary

under any Award theretofore granted under the Plan; and provided further that,

except as provided for in paragraph (d) under the heading "Shares Available

for Awards" above and in paragraph (c) below, no such action shall reduce the

exercise price of any Option.

Nonrecurring Events

The Committee shall be authorized to make adjustments in the terms and

conditions of, and the criteria included in, Awards in recognition of unusual

or nonrecurring events (including, without limitation, the events described in

paragraph (d) under the heading "Shares Available for Awards" above) affecting

the Company, or the financial statements of the Company, or of changes in

applicable laws, regulations or accounting principles, whenever the Committee

determines that such adjustments are appropriate in order to prevent dilution

or enlargement of the benefits or potential benefits intended to be made

available under the Plan.

(d) Correction of Defects, Omissions and Inconsistences

The Committee may correct any defect, supply any omission, or reconcile any

inconsistency in the Plan or any Award in the manner and to the extent it

shall deem desirable to carry the Plan into effect.

General Provisions

(a) No Rights to Awards

No employee, Participant or other person shall have any claim to be granted

any Award under the Plan, and there is no obligation for uniformity of

treatment of employees, Participants, or holders or beneficiaries of Awards

under the Plan. The terms and conditions of Awards need not be the same with

respect to each recipient.

(b) Delegation

The Committee may delegate to one or more officers or managers of the Company,

or a committee of such officers or managers, the authority, subject to such

terms and limitations as the Committee shall determine, to grant Awards to, or

to cancel, modify, waive rights with respect to, alter, discontinue, suspend

or terminate Awards held by, employees who are not officers or directors of

the Company for purposes of Section 16 of the Securities Exchange Act of 1934,

as amended; provided, that any delegation to management shall conform with the

requirements of the General Corporation Law of Delaware, as in effect from

time to time.

The Company shall be authorized to withhold from any Award granted or any

payment due or transfer made under any Award or under the Plan the amount (in

cash, Shares, other securities, other Awards, or other property) of

withholding taxes due in respect of an Award, its exercise, or any payment or

transfer under such Award or under the Plan and to take such other action

(including, without limitation, providing for elective payment of such amounts

in cash, Shares, other securities, other Awards or other property by the

Participant) as may be necessary in the opinion of the Company to satisfy all

obligations for the payment of such taxes.

(d) No Limit on Other Compensation Arrangements

Nothing contained in the Plan shall prevent the Company from adopting or

continuing in effect other or additional compensation arrangements, and such

arrangements may be either generally applicable or applicable only in specific

cases.

(e) No Right to Employment

The grant of an Award shall not be construed as giving a Participant the right

to be retained in the employ of the Company. Further, the Company may at any

time dismiss a Participant from employment, free from any liability, or any

claim under the Plan, unless otherwise expressly provided in the Plan or in

any Award Agreement.

(f) Governing Law

The validity, construction, and effect of the Plan and any rules and

regulations relating to the Plan shall be determined in accordance with the

laws of the State of Delaware and applicable Federal law.

(g) Severability

If any provision of the Plan or any Award is or becomes or is deemed to be

invalid, illegal, or unenforceable in any jurisdiction, or as to any person or

Award, or would disqualify the Plan or any Award under any law deemed

applicable by the Committee, such provision shall be construed or deemed

amended to conform to applicable laws, or if it cannot be so construed or

deemed amended without, in the determination of the Committee, materially

altering the intent of the Plan or the Award, such provision shall be stricken

as to such jurisdiction, person or Award, and the remainder of the Plan and

any such Award shall remain in full force and effect.

(h) No Trust or Fund Created

Neither the Plan nor any Award shall create or be construed to create a trust

or separate fund of any kind or a fiduciary relationship between the Company

and a Participant or any other person. To the extent that any person acquires

a right to receive payments from the Company pursuant to an Award, such right

shall be no greater than the right of any unsecured general creditor of the

Company.

(i) No Fractional Shares

No fractional Shares shall be issued or delivered pursuant to the Plan or any

Award, and the Committee shall determine whether cash, other securities or

other property shall be paid or transferred in lieu of any fractional Shares,

or whether such fractional Shares or any rights thereto shall be canceled,

terminated or otherwise eliminated.

Effective Date of the Plan

The Plan shall be effective as of the date of its approval by the stockholders

of the Company.

Term of the Plan

No Award shall be granted under the Plan after April 14, 2003. However,

unless otherwise expressly provided in the Plan or in an applicable Award

Agreement, any Award theretofore granted may extend beyond such date, and the

authority of the Committee to amend, alter, adjust, suspend, discontinue, or

terminate any such Award, or to waive any conditions or rights under any such

Award, and the authority of the Board of Directors of the Company to amend the

Plan, shall extend beyond such date.