ex102.htm


    Exhibit
10.2

    


    TEXAS
INSTRUMENTS EXECUTIVE OFFICER PERFORMANCE PLAN

    


    As
Amended September 17, 2009

    


    The
purpose of the Plan is to promote the success of the Company by providing
performance-based compensation for executive officers.

    


    For
purposes of the Plan, unless otherwise indicated, the term "TI" shall mean Texas
Instruments Incorporated, "Company" shall mean TI and its subsidiaries, and
"Board" shall mean the Board of Directors of TI.

    


    The Plan
is intended to provide qualified performance-based compensation in accordance
with Section 162(m) of the Internal Revenue Code of 1986, as amended, and
regulations thereunder ("Code") and will be so interpreted.

    


    Covered
Employees

    


    The
executive officers of TI (within the meaning of Rule 3b-7 under the Securities
Exchange Act of 1934 as amended from time to time) as of March 30 of each
calendar year ("performance year") shall receive awards under the Plan for such
performance year. An individual who becomes an executive officer after March 30
and on or before October 1 of a performance year shall receive an award as
provided below.

    


    Administration
of Plan

    


    The Plan
shall be administered by a Committee of the Board which shall be known as the
Compensation Committee (the "Committee"). The Committee shall be appointed by a
majority of the whole Board and shall consist of not less than three directors.
The Board may designate one or more directors as alternate members of the
Committee, who may replace any absent or disqualified member at any meeting of
the Committee. A director may serve as a member or alternate member of the
Committee only during periods in which the director is an "outside director" as
described in Section 162(m) of the Code. The Committee shall have full power and
authority to construe, interpret and administer the Plan. It may issue rules and
regulations for administration of the Plan. It shall meet at such times and
places as it may determine. A majority of the members of the Committee shall
constitute a quorum and all decisions of the Committee shall be final,
conclusive and binding upon all parties, including the Company, the stockholders
and the employees.

    


    The
Committee shall have the full and exclusive right to make reductions in awards
under the Plan. In determining whether to reduce any award and the amount of any
reduction, the Committee shall take into consideration such factors as the
Committee shall determine.

    


    Expenses
of Administration

    


    The
expenses of the administration of this Plan, including the interest provided in
the Plan, shall be borne by the Company.

    


    Amendments

    


    The Board
may, at any time and from time to time, alter, amend, suspend or terminate the
Plan or any part thereof as it may deem proper and in the best interests of the
Company, provided, however, that no such action shall (i) affect or impair the
rights under any award theretofore granted under the Plan, except that in the
case of a covered employee employed outside the United States the Committee may
vary the provisions of the Plan as it may deem appropriate to conform with local
laws, practices and procedures or (ii) increase the maximum amount of any award
above the amount described below.

    


    Awards

    


    Subject
to the Committee's discretion to reduce such awards, each covered employee shall
be entitled to an award for each performance year equal to 0.5% of the Company's
consolidated income from continuing operations before (i) provision for income
taxes, (ii) awards under the Plan, (iii) any pretax gain or loss exceeding $25
million recognized for the year related to divestiture of a business and (iv)
any write-off of in process research and development expenses exceeding $25
million associated with an acquisition, as determined and reported to the
Committee by TI's independent auditors ("Consolidated Income").

    


    An
individual who becomes an executive officer after March 30 and on or before
October 1 of a performance year shall be entitled to a prorated award for that
performance year which shall be 0.5% of the Company's Consolidated Income, as
defined above, for such performance year multiplied by a fraction, the numerator
of which is the number of complete calendar quarters of such year following the
date on which the individual becomes an executive officer and the denominator of
which is 4. Such prorated award shall be subject to the Committee's discretion
to reduce awards.

    


    Scope
of the Plan

    


    Nothing
in this Plan shall be construed as precluding or prohibiting the Company from
establishing or maintaining other bonus or compensation arrangements, which may
be generally applicable or applicable only to selected employees or
officers.

    


    Report
of Awards; Committee Discretion to Reduce

    


    As soon
as practicable after the end of each performance year, TI's independent
auditors shall
determine and report to the Committee and the Committee shall certify the amount
of each award for that year under the provisions of this Plan.

    


    The
Committee, in its sole discretion, based on any factors the Committee deems
appropriate, may reduce the award to any covered employee in any year (including
reduction to zero if the Committee so determines). The Committee shall make a
determination of whether and to what extent to reduce awards under the Plan for
each year at such time or times following the close of the performance year as
the Committee shall deem appropriate. The reduction in the amount of an award to
any covered employee for a performance year shall have no effect on the amount
of the award to any other covered employee for such year.

    


    All
awards are subject to recoupment by the Company, at its request, in accordance
with the recoupment policy adopted by the Committee and in effect at the time of
the Committee’s determination of the award.

    


    Payment
of Awards

    


    Except to
the extent deferred pursuant to the terms and provisions of the TI Deferred
Compensation Plan or as provided in the next paragraph, awards and any
installments thereof shall be paid in a cash lump sum as soon as practicable
after the amount of the awards has been determined, but in no event later than
March 15 of the year following the performance year.

    


    The
Committee may direct the awards to the covered employees or any of them for any
year to be paid in a single amount or in installments of equal or varying
amounts or may defer payment of any awards and may prescribe such terms and
conditions concerning payment of awards as it deems appropriate, including
completion of specific periods of employment with the Company, provided that
such terms and conditions are not more favorable to a covered employee than
those expressly set forth in the Plan.  In the event the Committee
designates a time or form of payment of any award different from the time and
form specified in the preceding paragraph, the Committee's designation shall be
in writing and made not later than a time that will meet the requirements of
Treas. Reg. Section 1.409A-2(a)(2).  The Committee may determine that
interest will be payable with respect to any payment of any award. The Committee
may at any time amend any such direction or amend or delete any such terms and
conditions if the Committee deems it appropriate, provided that any such change
will be made in a manner that will meet the requirements for subsequent
elections of Treas. Reg. Section 1.409A-2(b) and no such change shall accelerate
any payment except as permitted by Section 409A of the Code.  The
Committee's actions under this paragraph shall be subject to and in accordance
with the rules governing qualified performance based compensation in Section
162(m) of the Code.

    


    Payments
of awards to covered employees who are employees of subsidiaries of the Company
shall be paid directly by such subsidiaries.