Investor Presentaiton
Deferred compensation
Any U.S. employee whose base salary and management responsibility exceed a certain level may defer the receipt of a portion of
his or her salary, bonus and profit sharing. Rules of the U.S. Department of Labor require that this plan be limited to a select group
of management or highly compensated employees. The plan allows employees to defer the receipt of their compensation in a
tax-efficient manner. Eligible employees include, but are not limited to, the executive officers. We have the plan to be competitive
with the benefits packages offered by other companies.
The executive officers' deferred compensation account balances are unsecured and all amounts remain part of the company's
operating assets. The value of the deferred amounts tracks the performance of investment alternatives selected by the participant.
These alternatives are identical to those offered to participants in the defined contribution plans described above. The company
does not guarantee any minimum return on the amounts deferred. In accordance with SEC rules, no earnings on deferred
compensation are shown in the summary compensation table for 2016 because no "above market" rates were earned on deferred
amounts in that year.
Employee stock purchase plan
We have an employee stock purchase plan. Under the plan, which our shareholders approved, all employees in the U.S. and certain
other countries may purchase a limited number of shares of the company's common stock at a 15 percent discount. The plan is
designed to offer the broad-based employee population an opportunity to acquire an equity interest in the company and thereby
align their interests with those of shareholders. Consistent with our general approach to benefit programs, executive officers are
also eligible to participate.
Health-related benefits
Executive officers are eligible under the same plans as all other U.S. employees for medical, dental, vision, disability and life
insurance. These benefits are intended to be competitive with benefits offered in the semiconductor industry.
Other benefits
Executive officers receive only a few benefits that are not available to all other U.S. employees. They are eligible for a company-
paid physical and financial counseling. In addition, the board of directors has determined that for security reasons, it is in the
company's interest to require the CEO to use company aircraft for personal air travel. Please see footnote 5 of the summary
compensation table for 2016 and "Potential payments upon termination or change in control - Termination - Perquisites" for
further details. The company provides no tax gross-ups for perquisites to any of the executive officers.
Compensation following employment termination or change in control
None of the executive officers has an employment contract. Executive officers are eligible for benefits on the same terms as other
U.S. employees upon termination of employment or a change in control of the company. The current programs are described under
"Potential payments upon termination or change in control." None of the few additional benefits that the executive officers receive
continue after termination of employment, except that financial counseling is provided for a transition period following retirement.
The committee reviews the potential impact of these programs before finalizing the annual compensation for the named executive
officers. The committee did not raise or lower compensation for 2016 based on this review.
The Texas Instruments 2009 Long-Term Incentive Plan generally establishes double-trigger change-in-control terms for grants
made in 2010 and later years. Under those terms, options become fully exercisable and shares are issued under restricted stock
unit awards (to the extent permitted by Section 409A of the IRC) if the grantee is involuntarily terminated within 24 months after a
change in control of TI. These terms are intended to encourage employees to remain with the company through a transaction while
reducing employee uncertainty and distraction in the period leading up to any such event.
Stock ownership guidelines and policy against hedging
Our board of directors has established stock ownership guidelines for executive officers. The guideline for the CEO is four times
base salary or 125,000 shares, whichever is less. The guideline for other executive officers is three times base salary or 25,000
shares, whichever is less. Executive officers have five years from their election as executive officers to reach these targets. Directly
owned shares and restricted stock units count toward satisfying the guidelines.
Short sales of TI stock by our executive officers are prohibited. It is against TI policy for any employee, including an executive
officer, to engage in trading in "puts" (options to sell at a fixed price), "calls" (similar options to buy), or other options or hedging
techniques on TI stock.
TEXAS INSTRUMENTS • 2017 PROXY STATEMENT
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