TEXAS INSTRUMENTS 1996 LONG-TERM INCENTIVE PLAN As Adopted April | Texas Instruments | Business Contracts

The Texas Instruments 1996 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. In addition, a director

may serve as a member or alternate member of the Committee only during periods

in which he is an "outside" director as described in Section 162(m) of the

Internal Revenue Code of 1986 and regulations promulgated thereunder. 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.

(c) "Code" shall mean the Internal Revenue Code of 1986, as amended from time

to time.

(d) "Cycle Time Improvement" shall mean a reduction of the actual time a

specific process relating to a product or service of the Company takes to

accomplish.

(e) "Earnings Per Share" shall mean earnings per share calculated in

accordance with Generally Accepted Accounting Principles.

(f) "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.

(g) "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.

(h) "Manufacturing Process Yield" shall mean the good units produced as a

percent of the total units processed.

(i) "Market Share" shall mean the percent of sales of the total available

market in an industry, product line or product attained by the Company or

one of its business units during a time period.

(j) "Net Revenue Per Employee" in a period shall mean net revenue divided by

the average number of employees of the Company, with average defined as

the sum of the number of employees at the beginning and ending of the

period divided by two.

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

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

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

Option.

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

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

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

under the Plan.

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

the heading "Awards" set forth below.

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

Securities with respect to which all applicable restrictions have

expired, lapsed, or been waived.

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

Awards under which issued and outstanding Shares are held subject to

certain restrictions.

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

the heading "Awards" set forth below.

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

(b) that is denominated in Shares.

(t) "Return On Common Equity" for a period shall mean net income less

preferred stock dividends divided by total shareholders equity, less

amounts, if any, attributable to preferred stock.

(u) "Return On Net Assets" for a period shall mean net income less preferred

stock dividends divided by the difference of average total assets less

average non-debt liabilities, with average defined as the sum of assets

or liabilities at the beginning and ending of the period divided by two.

(v) "Revenue Growth" shall mean the percentage change in revenue (as defined

in Statement of Financial Accounting Concepts No. 6, published by the

Financial Accounting Standards Board) from one period to another.

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

value.

(x) "Total Shareholder Return" shall mean the sum of the appreciation in the

Company's stock price and dividends paid on the common stock of the

Company over a given period of time.

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

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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 18,500,000 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 1984 or

1988 Stock Option Plans, or an award granted under the Company's

Long-Term Incentive Plan adopted April 15, 1993, or to which such

an award relates, are forfeited, or if such 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 2,000,000 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

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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.

(c) Sources of Shares Deliverable Under Awards

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.

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(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. However, the minimum vesting period for

Restricted Stock Units granted under this Plan shall be three

years.

(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.

(c) Performance Units. The Committee is hereby authorized to grant

Performance Units to Participants. Subject to the terms of the Plan, a

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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.

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(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.

(vii) Performance Measures for Selected Awards. Every award other than

an option or stock appreciation right to a member of the

Executive Group (defined below) shall include a pre-established

formula, such that payment, retention or vesting of the award is

subject to the achievement during a performance period or

periods, as determined by the Committee, of a level or levels, as

determined by the Committee, of one or more of the following

performance measures, as determined by the Committee: (i) return

on net assets, (ii) revenue growth, (iii) return on common

equity, (iv) total shareholder return, (v) earnings per share,

(vi) cycle time improvement, (vii) manufacturing process yield,

(viii) net revenue per employee or (ix) market share. The

"Executive Group" shall include every person who, at the time

such pre-established formula is determined, is expected by the

Committee to be both (a) a "covered employee" as defined in

Section 162(m) of the Code as of the end of the taxable year in

which payment of the award may be deducted by the Company, and

(b) the recipient of compensation of more than $1,000,000 for

that taxable year. For awards in the form of options or stock

appreciation rights, no more than 500,000 shares can be granted

under this Plan to any participant in any one year. For other

awards denominated in stock, no more than 50,000 shares can be

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granted under this Plan to any participant in any one year. For

all other awards, no more than $5,000,000 can be paid under this

Plan to any participant in any one year.

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.

(c) Adjustments of Awards Upon the Occurrence of Certain Unusual or

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 Inconsistencies. 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.

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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.

(c) Withholding. 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

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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 18, 2006. 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.

TEXAS INSTRUMENTS 1996 LONG-TERM INCENTIVE PLAN As Adopted April 18, 1996