Investor Presentaiton
PROXY STATEMENT
If a participant terminates due to disability, amounts under Plan I will be distributed when payment of the participant's benefit
under the qualified plan commences. For amounts under Plan II, distribution is governed by Section 409A of the IRC, and the
disability benefit is reduced to reflect the payment of the benefit prior to age 65.
In the event of death, payment under both plans is based on salary and bonus, years of credited service and age at the time of
death and will be in the form of a lump sum. The earliest date of payment is the first day of the second calendar month following
the month of death.
Balances in the plans are unsecured obligations of the company. For amounts under Plan I, in the event of a change in control, the
present value of the individual's benefit would be paid not later than the month following the month in which the change in control
occurred. For such amounts, the pre-2010 definition of a change in control (please see the discussion following the Outstanding
equity awards at fiscal year-end 2016 table) applies. For all amounts accrued under this plan, if a sale of substantially all of the
assets of the company occurred, the present value of the individual's benefit would be distributed in a lump sum as soon as
reasonably practicable following the sale of assets. For amounts under Plan II, no distribution of benefits is triggered by a change in
control.
Leaves of absence, including a bridge to retirement, are credited to years of service under the non-qualified pension plans. For
a discussion of leaves of absence, please see "Potential payments upon termination or change in control - Termination -
Perquisites."
TI Employees Survivor Benefit Plan
TI's qualified and non-qualified pension plans provide that upon the death of a retirement-eligible employee, the employee's
beneficiary receives a payment equal to half of the benefit to which the employee would have been entitled under the pension
plans had he retired instead of died. We have a survivor benefit plan that pays the beneficiary a lump sum that, when added to the
reduced amounts the beneficiary receives under the pension plans, equals the benefit the employee would have been entitled to
receive had he retired instead of died. Because Messers. Templeton, March and Ritchie were eligible for early retirement in 2016,
their beneficiaries would be eligible for benefits under the survivor benefit plan if they were to die.
2016 non-qualified deferred compensation
The following table shows contributions to each named executive officer's deferred compensation account in 2016 and the
aggregate amount of his deferred compensation as of December 31, 2016.
Name
R. K. Templeton
K. P. March
B. T. Crutcher
K. J. Ritchie
S. A. Anderson
Executive
Contributions
in Last FY ($) (1)
$172,923
$113,229
$ 200,000
Registrant
Contributions
in Last FY
($) (2)
$260,020
Aggregate
Balance at Last
FYE ($) (5)
$ 10,185,016 (6)
Aggregate Earnings in
Last FY ($)
Aggregate
Withdrawals/
Distributions ($)
$ 2,465,527 (3)
$ 312,071 (4)
$128,461
$ 121,515
$ 1,442,751
$ 77,863
$
65,446
$ 116,322
$
901,660
(1) Amount shown for Mr. Templeton includes a portion of his salary and bonus paid in 2016; for Mr. Crutcher includes a portion
of his salary and bonus paid in 2016; and for Mr. Anderson includes a portion of his bonus paid in 2016.
(2) Company matching contributions pursuant to the defined contribution plan. These amounts are included in the All Other
Compensation column of the 2016 summary compensation table.
(3) Consists of: (a) $196,800 in dividend equivalents paid under the 120,000-share 1995 RSU award previously discussed,
settlement of which has been deferred until after termination of employment; (b) a $2,179,200 increase in the value of the
RSU award (calculated by subtracting the value of the award at year-end 2015 from the value of the award at year-end 2016
(in both cases, the number of RSUs is multiplied by the closing price of TI common stock on the last trading date of the year));
and (c) a $89,527 gain in Mr. Templeton's deferred compensation account in 2016. Dividend equivalents are paid at the same
rate as dividends on TI common stock.
(4) Consists of dividend equivalents paid on the RSU award discussed in note 3 and a scheduled distribution of a portion of
Mr. Templeton's deferred compensation balance.
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