Investor Presentaiton
(5) Includes amounts reported in the summary compensation table in the current or prior-year proxy statements as follows:
Mr. Templeton, $1,428,616; Mr. Crutcher, $1,442,751; and Mr. Anderson $395,554. The remainder of the amount for
Mr. Anderson relates to amounts earned in years for which he was not a named executive officer.
(6) Of this amount, $8,756,400 is attributable to Mr. Templeton's 1995 RSU award, calculated as described in note 3. The
remainder is the balance of his deferred compensation account.
Please see "Benefits - Retirement plans" for a discussion of the purpose of the plan. An employee's deferred compensation
account contains eligible compensation the employee has elected to defer and contributions by the company that are in excess of
the IRS limits on (i) contributions the company may make to the enhanced defined contribution plan and (ii) matching contributions
the company may make related to compensation the executive officer deferred into his deferred compensation account.
Participants in the deferred compensation plan may choose to defer up to (i) 25 percent of their base salary, (ii) 90 percent of their
performance bonus, and (iii) 90 percent of profit sharing. Elections to defer compensation must be made in the calendar year prior
to the year in which the compensation will be earned.
During 2016, participants could choose to have their deferred compensation mirror the performance of one or more of the
following mutual funds, each of which is managed by a third party (these alternatives, which may be changed at any time, are the
same as those offered to participants in the defined contribution plans): BlackRock MSCI ACWI ex-U.S. IMI Index Non-Lendable
Fund F, Northern Trust Short Term Investment Fund, Northern Trust Aggregate Bond Index Fund-Lending, Northern Trust Russell
1000 Value Index Fund-Lending, Northern Trust Russell 1000 Growth Index Fund-Lending, Northern Trust Russell 2000 Index
Fund-Lending, Northern Trust MidCap 400 Index Fund-Lending, Fidelity Puritan Fund, BlackRock Equity Index Fund F, BlackRock
(EAFE) (Europe, Australia, Far East) Equity Index Fund F, BlackRock Lifepath Index 2020 Fund F, BlackRock Lifepath Index 2030
Fund F, BlackRock Lifepath Index 2040 Fund F, BlackRock Lifepath Index 2050 Fund F and BlackRock Lifepath Index Retirement
Fund F. From among the available investment alternatives, participants may change their instructions relating to their deferred
compensation daily. Earnings on a participant's balance are determined solely by the performance of the investments that the
participant has chosen for his plan balance. The company does not guarantee any minimum return on investments. A third party
administers the company's deferred compensation program.
A participant may request distribution from the plan in the case of an unforeseeable emergency. To obtain an unforeseeable
emergency withdrawal, a participant must meet the requirements of Section 409A of the IRC. Otherwise, a participant's balance
is paid pursuant to his distribution election and is subject to applicable IRC limitations.
Amounts contributed by the company, and amounts earned and deferred by the participant for which there is a valid distribution
election on file, will be distributed in accordance with the participant's election. Annually participants may elect separate
distribution dates for deferred compensation attributable to a participant's (i) bonus and profit sharing and (ii) salary. Participants
may elect that these distributions be in the form of a lump sum or annual installments to be paid out over a period of five or ten
consecutive years. Amounts for which no valid distribution election is on file will be distributed three years from the date of
deferral.
In the event of the participant's death, payment will be in the form of a lump sum and the earliest date of payment is the first day
of the second calendar month following the month of death. For any other circumstance resulting in termination of employment,
payments are distributed in accordance with the participant's valid distribution election.
Like the balances under the non-qualified defined benefit pension plans, deferred compensation balances are unsecured
obligations of the company. For amounts earned and deferred prior to 2010, a change in control does not trigger a distribution
under the plan. For amounts earned and deferred after 2009, distribution occurs, to the extent permitted by Section 409A of the
IRC, if the participant is involuntarily terminated within 24 months after a change in control. Change in control is the Plan definition.
Potential payments upon termination or change in control
None of the named executive officers has an employment contract with the company. They are eligible for benefits on generally the
same terms as other U.S. employees upon termination of employment or change in control of the company. TI does not reimburse
executive officers for any income or excise taxes that are payable by the executive as a result of payments relating to termination
or change in control. For a discussion of the impact of these programs on the compensation decisions for 2016, please see
"Analysis of compensation determinations for 2016 - Total compensation" and "Compensation following employment termination
or change in control."
TEXAS INSTRUMENTS • 2017 PROXY STATEMENT
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