Investor Presentaiton
(3) One-third of the shares became exercisable on January 28, 2017, and one-half of the remaining shares become exercisable
on each of January 28, 2018, and January 28, 2019.
(4) One-half of the shares became exercisable on January 23, 2017, and the remaining one-half become exercisable on
January 23, 2018.
(5) Became fully exercisable on January 25, 2017.
(6) Vesting date is January 31, 2020.
(7) Vesting date is January 31, 2019.
(8) Vesting date is January 31, 2018.
(9) Vested on January 31, 2017.
(10) Vesting date is July 31, 2018.
The "Option Awards" shown in the table above are non-qualified stock options, each of which represents the right to purchase
shares of TI common stock at the stated exercise price. The exercise price is the closing price of TI common stock on the grant
date. The term of each option is ten years unless the option is terminated earlier pursuant to provisions summarized in the chart
below and in the paragraph following the chart. Options vest (become exercisable) in increments of 25 percent per year beginning
on the first anniversary of the date of the grant. The chart below shows the termination provisions relating to stock options
outstanding as of December 31, 2016. The Compensation Committee of the board of directors established these termination
provisions to promote employee retention while offering competitive terms.
Employment
Termination Due to
Death or Permanent
Disability
Vesting continues; option
remains in effect to end
of term
Employment
Termination (at Least
6 Months after Grant)
When Retirement
Eligible*
Vesting continues;
option remains
in effect to end
of term
Employment Termination
(at Least 6 Months after Grant)
with 20 Years of Credited
Service, but Not Retirement
Eligible**
Option remains in effect to the end of
the term; vesting does not continue after
employment termination
Employment
Termination for
Cause
Other
Circumstances
of Employment
Termination
Option cancels
Option remains
exercisable for
30 days
* Defined for purposes of equity awards made after 2012 as at least age 55 with 10 or more years of TI service or at least age 65.
For awards made before 2013, the definition of normal or early retirement eligibility in the relevant pension plan applies (see
"2016 pension benefits").
** This provision is not applicable to grants made after 2012.
Options may be cancelled if, during the two years after employment termination, the grantee competes with TI or solicits TI
employees to work for another company, or if the grantee discloses TI trade secrets. In addition, for options received while the
grantee was an executive officer, the company may reclaim (or "claw back") profits earned under grants if the officer engages in
such conduct. These provisions are intended to strengthen retention and provide a reasonable remedy to TI in case of competition,
solicitation of our employees or disclosure of our confidential information.
Options granted after 2009 become fully vested if the grantee is involuntarily terminated from employment with TI (other than for
cause) within 24 months after a change in control of TI. "Change in control" is defined as provided in the Texas Instruments 2009
Long-Term Incentive Plan and occurs upon (1) acquisition of more than 50 percent of the voting stock or at least 80 percent of the
assets of TI or (2) change of a majority of the board of directors in a 12-month period unless a majority of the directors then in
office endorsed the appointment or election of the new directors ("Plan definition"). These terms are intended to reduce employee
uncertainty and distraction in the period leading up to a change in control, if such an event were to occur. For options granted
before 2010, the stock option terms provide that upon a change in control of TI, the option becomes fully vested to the extent it is
then outstanding; and if employment termination (except for cause) has occurred within 30 days before the change in control, the
change in control is deemed to have occurred first. "Change in control" is defined in these pre-2010 options as (1) acquisition of
20 percent of TI common stock other than through a transaction approved by the board of directors, or (2) change of a majority of
the board of directors in a 24-month period unless a majority of the directors then in office have elected or nominated the new
directors (together, the "pre-2010 definition").
PROXY STATEMENT
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TEXAS INSTRUMENTS • 2017 PROXY STATEMENTView entire presentation