Investor Presentaiton
The "Stock Awards" column in the table of outstanding equity awards at fiscal year-end 2016 are RSU awards. Each RSU
represents the right to receive one share of TI common stock on a stated date (the “vesting date") unless the award is terminated
earlier under terms summarized below. In general, the vesting date is approximately four years after the grant date. Each RSU
includes the right to receive dividend equivalents, which are paid annually in cash at a rate equal to the amount paid to
stockholders in dividends.
The table below shows the termination provisions of RSUs outstanding as of December 31, 2016.
Employment Termination
Due to Death or Permanent Disability
Vesting continues; shares
are paid at the scheduled
vesting date
Employment Termination
(at Least 6 Months after Grant)
When Retirement Eligible
For grants made after 2012:
Grant stays in effect and
pays out shares at the
scheduled vesting date
Employment
Termination for
Cause
Other Circumstances
of Employment
Termination
Grant cancels; no shares
are issued
Grant cancels; no shares
are issued
These termination provisions are intended to promote retention. All RSU awards contain cancellation and clawback provisions like
those described above for stock options. The terms provide that, to the extent permitted by Section 409A of the IRC, the award
vests upon involuntary termination of TI employment within 24 months after a change in control. Change in control is the Plan
definition. These cancellation, clawback and change-in-control terms are intended to conform RSU terms with those of stock
options (to the extent permitted by the IRC) and to achieve the objectives described above in the discussion of stock options.
In addition to the "Stock Awards" shown in the outstanding equity awards at fiscal year-end 2016 table, Mr. Templeton holds an
award of RSUS that was granted in 1995. The award, for 120,000 shares of TI common stock, vested in 2000. Under the award
terms, the shares will be issued to Mr. Templeton in March of the year after his termination of employment for any reason. These
terms were designed to provide a tax benefit to the company by postponing the related compensation expense until it was likely to
be fully deductible. In accordance with SEC requirements, this award is reflected in the 2016 non-qualified deferred compensation
table.
2016 option exercises and stock vested
The following table lists the number of shares acquired and the value realized as a result of option exercises by the named
executive officers in 2016 and the value of any RSUs that vested in 2016. For option exercises, the value realized is calculated by
multiplying the number of shares acquired by the difference between the exercise price and the market price of TI common stock
on the exercise date. For RSUs, the value realized is calculated by multiplying the number of RSUs that vested by the market price
of TI common stock on the vesting date.
Name
R. K. Templeton
K. P. March
B. T. Crutcher
K. J. Ritchie
S. A. Anderson
Option Awards
Number of
Shares Acquired
on Exercise (#)
Value Realized
on Exercise ($)
Stock Awards
Number of
Shares Acquired
on Vesting (#)
Value Realized
on Vesting ($)
934,461
$ 36,091,027
245,000
$ 10,069,525
158,334
50,000
$ 8,095,617
$ 2,556,500
253,998
$ 6,512,588
162,500
$ 10,218,625
216,748
$ 4,732,924
240,625
$ 6,694,176
58,334
45,834
$ 2,982,617
$ 2,343,492
TEXAS INSTRUMENTS • 2017 PROXY STATEMENT
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PROXY STATEMENTView entire presentation