Severability Contract Clauses (27,855)

Severability. Any term or provision of this Agreement that is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, the provision sha...ll be interpreted to be only so broad as is enforceable. View More

Severability. If one or more provisions of this Warrant are held to be unenforceable under applicable law, such provision(s) shall be excluded from this Warrant and the balance of the Warrant shall be interpreted as if such provision(s) were so excluded and shall be enforceable in accordance with its terms. 7 16. TERMS BINDING. By acceptance of this Warrant, the Warrant Holder accepts and agrees to be bound by all the terms and conditions of this Warrant.

Severability. The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable. END By accepting this Restricted Stock Unit Award Agreement, I acknowledge I have read and I agree to be bound by all of the terms and conditions set forth above, including Section 9 relating to Confidential Information, Non-solicitation, Competition and Recoupment Pol...icy. 4 EX-10.M 3 txn-12312012xexhibit10m.htm TXN-12312012EXHIBIT10M TXN - 12.31.2012 - Exhibit 10(m) Exhibit 10(m)Texas Instruments IncorporatedRestricted Stock Unit Award Agreement(Executive Officers)RSU Form No. 22009 LTIPYour award of restricted stock units (the "Award") is subject to the following terms and conditions, your acceptance of which is required within 120 days of the Grant Date (as defined in Section 12 below). Failure to accept this Agreement by such date will result in termination of the Award without any shares being issued.The capitalized terms in this Agreement have the meaning stated in Section 12 except as otherwise specified.1.Share Issuance. Each restricted stock unit represents the right to receive one share of common stock of the Company. The shares covered by this Award will be issued in your name on, or as soon as practicable (but no later than 60 days) after, the date of vesting stated on your Employee Stock Grant Communication ("Vesting Date"), except as provided below.2. Change in Employment Status. The effect of changes in your employment status with TI before the Vesting Date will be as follows:(a)Termination due to death or permanent disability: The Award will continue to full term subject to the other terms and conditions of this Agreement, and shares will be issued to you or to your personal representatives, heirs, legatees or distributees, as applicable, at such times and in such number and manner as if you were still an employee of TI on the Vesting Date. (b)Termination (except for cause), at least 6 months after the Grant Date, when you are Retirement Eligible as defined in Section 12: The Award will continue to full term subject to the other terms and conditions of this Agreement. (c)Involuntary Termination after a Change in Control: If you experience an Involuntary Termination within 24 months after a Change in Control, then shares will be issued to you as described in Section 11(i) of the Plan. (d)Termination under other circumstances: For any termination other than those described above in this Section 2, the Award will terminate and become void without any shares being issued. (e)Other changes in employment status: No changes in your employment status at TI other than those described above will affect the Award.3.Confidential Information, Non-solicitation and Competition. See Section 9 for the effect of disclosure of confidential information, solicitation of TI employees or customers, or competition with TI.4.Employee Stock Grant Communication. This Award was granted by the Compensation Committee of the Company's Board of Directors (the "Committee"). In the event of a conflict between the Employee Stock Grant Communication and the records of the Committee, the latter shall govern and be determinative.5.Dividend Equivalents. Each year in which this Award is in effect, you will receive a payment equivalent to the cash dividends you would have received if the shares to which you are entitled under this Award, but not yet issued in your name, had already been issued to you ("Dividend Equivalents"); provided, however, that no payment will be made if your Award has terminated before the last dividend record date of the year for any reason other than vesting. The payment to which you are entitled under this paragraph will be made once each year on or as soon as practicable after the date of the last cash dividend payment in the year (but in any event before year-end). The Dividend Equivalents will be calculated for the record dates on which this Award was in effect during the year. View More

Severability. If any provision of this Agreement is adjudicated to be invalid or unenforceable in any jurisdiction, and absent written election of the Executives otherwise, such invalidity or unenforceability shall not affect any other provision or application of this Agreement which can be given effect with the invalid or unenforceable provision or application and shall not invalidate or render unenforceable such provision or application in any other jurisdiction. If any provision is held void, invalid or un...enforceable with respect to particular circumstances, it shall nevertheless remain in full force and effect in all other circumstances. View More

Severability. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision. The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce Indemnitee to serve as a director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director of the Company and that Indemnitee is entitled to enforce the ...provisions hereof as a direct beneficiary thereof. Without limiting the generality of the foregoing, this Agreement is intended to confer upon Indemnitee indemnification rights to the fullest extent permitted by applicable laws and to ensure that indemnification rights provided by the Secondary Indemnitors are secondary to the primary obligation of the Company to indemnify Indemnitee as provided in this Agreement. In the event any provision hereof conflicts with any applicable law, such provision shall be deemed modified, consistent with the aforementioned intent, to the extent necessary to resolve such conflict. View More

Severability. In case anyone or more of the provisions of this Agreement is 17 held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or other enforceability shall not affect any other provisions hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provisions have never been contained herein.

Severability. Wherever possible, each provision of this Amendment shall be interpreted in such a manner so as to be effective and valid under applicable law, but if any provision of this Amendment is held to be prohibited by or invalid under applicable law, such provision or provisions shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Amendment. 6 11. Counterparts. This Amendment may be executed in one or more counterparts, each of which take...n together shall constitute one and the same instrument, admissible into evidence. View More

Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby. 6 8. Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement ...of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter. View More

Severability. If any term or other provision of this Amendment is invalid, illegal or incapable of being enforced by any rule of Law, or public policy, all other conditions and provisions of this Amendment shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, th...e parties hereto shall negotiate in good faith to modify this Amendment so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible and the relevant provision may be given effect to the fullest extent consistent with applicable Law. View More

Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any Person or any circumstance, is invalid or unenforceable, (i) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid -15- and enforceable, the intent and purpose of such invalid or... unenforceable provision and (ii) the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction; provided, however, if any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be reformed by limiting and reducing it to the minimum extent necessary, so as to be enforceable to the extent compatible with the applicable Law. View More