ex10_m.htm


    
      

    

    Exhibit 10(m)

     

    Texas
Instruments Incorporated

    Restricted
Stock Unit Award Agreement

    (Executive
Officers)

    


    RSU
Form No. 2

    2009
LTIP

    


    


    Your
award of restricted stock units (the “Award”) is subject to the following terms
and conditions, your acceptance of which is required within 120 days of the
Grant Date (as defined in Section 12 below).  Failure to accept this Agreement by
such date will result in termination of the Award without any shares being
issued.

    


    The
capitalized terms in this Agreement have the meaning stated in Section 12 except
as otherwise specified.

    


    
      	
              1.  

            	
              Share
      Issuance.  Each restricted stock unit represents the
      right to receive one share of common stock of the Company.  The
      shares covered by this Award will be issued in your name on, or as soon as
      practicable (but no later than 60 days) after, the date of vesting stated
      on your Employee Stock Grant Communication (“Vesting Date”), except as
      provided below.

            


    

    


    
      	
              2.

            	
              Change in Employment
      Status.  The effect of changes in your employment status
      with TI before the Vesting Date will be as
  follows:

            


    

    


    
      	
               
      

            	
              (a)

            	
              Termination due to
      death or permanent disability:  The Award will continue
      to full term subject to the other terms and conditions of this Agreement,
      and shares will be issued to you or to your personal representatives,
      heirs, legatees or distributees, as applicable, at such times and in such
      number and manner as if you were still an employee of TI on the Vesting
      Date.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Termination (except
      for cause) when you are retirement eligible (normal or early) either under
      the terms of the TI retirement or pension plan in your home country or the
      country in which you work, as applicable (regardless of whether you are a
      participant in such plan), or if there is no such plan, as may be set
      forth in the laws or regulations in your home country or the country in
      which you work, as applicable:  The Award will continue
      to full term subject to the other terms and conditions of this Agreement,
      except that (subject to Section 2(c) and 2(e)) the number of shares
      issuable to you on the Vesting Date will be reduced pro rata as
      follows:

            


    

    


    The
number of shares to be issued will be the number specified for the Vesting Date
on the Employee Stock Grant Communication, times a fraction equal to your
Pre-Retirement Period divided by the Vesting Period.  If the number of
shares calculated pursuant to the previous sentence includes a fraction of a
share, the number will be rounded up to the next whole share.  If your
Award provides for more than one Vesting Date, this calculation will be done to
determine the number of shares issuable on each Vesting Date.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (c)

            	
              Involuntary
      Termination after a Change in Control:  If you experience
      an Involuntary Termination within 24 months after a Change in Control,
      then shares will be issued to you as described in Section 11(i) of the
      Plan, and the number of shares will not be reduced by Section 2(b) or 2(e)
      of this Agreement.

            


    

    


    
      	
               
      

            	
              (d)

            	
              Termination under
      other circumstances:  For any termination other than
      those described above in this Section 2, the Award will terminate and
      become void without any shares being
issued.

            


    

    


    
      	
               
      

            	
              (e)

            	
              Commencement of a
      Bridge to Retirement even if you subsequently return to full- or part-time
      employment with TI:  The Award will continue to full term
      subject to the other terms and conditions of this Agreement, except that
      (subject to Section 2(c)) the number of shares issuable to you on the
      Vesting Date will be reduced pro rata as
  follows:

            


    

    


    The
number of shares to be issued will be the number specified for the Vesting Date
on the Employee Stock Grant Communication, times a fraction equal to your
Pre-Bridge Period divided by the Vesting Period.  If the number of
shares calculated pursuant to the previous sentence includes a fraction of a
share, the number will be rounded up to the next whole share.  If your
Award provides for more than one Vesting Date, this calculation will be done to
determine the number of shares to be issuable on each Vesting Date.

    


    
      	
               
      

            	
              (f)

            	
              Other changes in
      employment status:  No changes in your employment status
      at TI other than those described above will affect the
    Award.

            


    

    


    
      	
              3.

            	
              Confidential
      Information and Competition.  See Section 9, particularly
      Section 9(c), for the effect of disclosure of confidential information or
      of competition with TI.

            


    

    


    
      	
              4.

            	
              Employee Stock Grant
      Communication.  This Award was granted by the
      Compensation Committee of the Company’s Board of Directors (the
      “Committee”).  In the event of a conflict between the Employee
      Stock Grant Communication and the records of the Committee, the latter
      shall govern and be determinative.

            


    

    


    
      	
              5.

            	
              Dividend
      Equivalents.  Each year in which this Award is in effect,
      you will receive a payment equivalent to the cash dividends you would have
      received if the shares to which you are entitled under this Award, but not
      yet issued in your name, had already been issued to you (“Dividend
      Equivalents”); provided, however, that no payment will be made if your
      Award has terminated before the last dividend record date of the year for
      any reason other than vesting.  The payment to which you are
      entitled under this paragraph will be made once each year on or as soon as
      practicable after the date of the last cash dividend payment in the year
      (but in any event before year-end).  The Dividend Equivalents
      will be calculated for the record dates on which this Award was in effect
      during the year.  If the number of shares to which you are
      entitled under this Award is reduced pursuant to Section 2(b) or 2(e),
      then your right to dividend equivalents will be correspondingly reduced
      with effect from the date of your retirement or commencement of a Bridge
      to Retirement, as applicable.

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    
      	
              6.

            	
              Continuing
      Employment.  This Award will not constitute or be
      evidence of any agreement or understanding, expressed or implied, on the
      part of TI to employ you for any specific
  period.

            


    

    


    
      	
              7.

            	
              Transferability.  Your
      Award is not transferable except by will or by the laws of descent and
      distribution.  During your lifetime, the shares issuable
      hereunder may be issued only to
you.

            


    

    


    
      	
              8.

            	
              Long-Term Incentive
      Plan.  Your Award is subject to all of the terms and
      conditions of the Plan.  In the event of any conflict between
      such terms and conditions and those set forth herein, the terms of the
      Plan shall govern and be
determinative.

            


    

    


    
      	
              9.

            	
              Confidential
      Information, Competition and Recoupment Policy.  By
      accepting your Award, and in consideration for the Award and for the
      Company’s obligations set forth in this Agreement, you agree with the
      Company as follows:

            


    

    


    
      	
               
      

            	
              (a)

            	
              You
      recognize and acknowledge that in the course of your employment with TI,
      you have obtained private or confidential information and proprietary data
      relating to TI, including but not limited to TI’s trade secrets
      (“Confidential Information”).  TI agrees that it will continue
      to provide you with access to its Confidential Information to the extent
      necessary for you to carry out the duties of your employment with
      TI.

            


    

    


    
      	
               
      

            	
              (b)

            	
              You
      agree not to use or disclose to third parties, either directly or
      indirectly, Confidential Information at any time, except with the prior
      written consent of TI.  Without intending to limit the remedies
      available to TI, you acknowledge that damages at law will be an
      insufficient remedy to TI if you violate the terms of this Section 9(b)
      and agree that TI may apply for and have injunctive relief in any court of
      competent jurisdiction specifically to enforce the terms of this paragraph
      upon the breach or threatened breach of any such terms or otherwise
      specifically to enforce such terms.

            


    

    


    
      	
               
      

            	
              (c)

            	
              You
      agree that, if, during your employment and for a period of two years
      thereafter you engage in Competition (as defined in Section 12(d)), either
      directly or indirectly, for your own benefit or on behalf of any other
      person or entity, or, if at any time, you use or disclose to third parties
      any Confidential Information without the written consent of TI, then (i)
      the Company’s obligation to issue shares under this Award will terminate
      and become void, and (ii) you shall repay immediately to TI the Fair
      Market Value (as defined in Section 12(m) below) of any shares of stock
      issued to you (or immediately surrender to the Company the same number of
      shares of stock as were issued to you) under this Award within three years
      prior to termination of your employment or any time after termination of
      your employment.  If your Award provides for more than one
      Vesting Date, then payment shall be made, or shares surrendered, with
      respect to each such Vesting Date.  Any amount payable (or
      number of shares subject to surrender) to the Company pursuant to this
      provision may be reduced or waived as the Company, in its sole judgment,
      deems warranted by the
circumstances.

            


    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (d)

            	
              In
      addition, you agree that this Award is subject to the recoupment policy
      adopted by the Committee and in effect on the effective date of this
      Award.

            


    

    


    
      	
               
      

            	
              (e)

            	
              You
      recognize and acknowledge that the provisions of this Section 9 are
      entered into by you in consideration of, and as a material inducement to,
      the agreements by the Company herein as well as an inducement for the
      Company to enter into this Agreement, and that, but for your agreement to
      the provisions of this Section 9, the Company would not have entered into
      this Agreement.

            


    

    


    
      	
              10.

            	
              Responsibility for
      Taxes.  You acknowledge that the ultimate liability for
      income tax, social insurance or other tax-related withholding
      (“Tax-Related Items”), including any taxes under Section 409A of the U.S.
      Internal Revenue Code, in connection with this Award, the payment of
      Dividend Equivalents or the issuance of shares hereunder, or the
      subsequent sale of such shares is your responsibility, and that TI makes
      (a) no representations or undertakings with respect to the treatment for
      tax purposes of this Award, any shares or Dividend Equivalents received
      hereunder, the sale of such shares or any dividends paid on issued shares
      and (b) does not commit to structure the grant to reduce your
      liability for Tax-Related Items.  You authorize TI to withhold
      all applicable Tax-Related Items legally payable by you from your wages or
      other cash compensation paid to you by TI, from Dividend Equivalents or
      from proceeds of the sale of the shares.  If permissible under
      local law, TI may (a) sell or arrange for the sale of shares that you
      acquire to meet the withholding obligation for Tax-Related Items, and/or
      (b) withhold shares, provided that TI only withholds the number of shares
      necessary to satisfy the minimum withholding amount.  Finally,
      you shall pay to TI any amount of Tax-Related Items that TI may be
      required to withhold that cannot be satisfied by the means described
      above.

            


    

    


    
      	
              11.

            	
              Nature of
      Grant.  In accepting this Award, you acknowledge
      that:  (a) the Plan is established voluntarily by the Company,
      it is discretionary in nature and it may be modified, amended, suspended
      or terminated by the Company at any time, as provided in the Plan; (b) all
      decisions with respect to future awards, if any, will be at the sole
      discretion of the Company; (c) the Award is voluntary and occasional and
      does not create any contractual or other right to receive future Awards,
      or benefits in lieu of Awards; (d) you are voluntarily participating in
      the Plan; (e) your Award is an extraordinary item that does not constitute
      compensation for services rendered to TI; (f) your Award is not part of
      normal or expected compensation or salary for any purposes, including, but
      not limited to, calculating any severance, termination, pension or
      retirement benefits or similar payments; (g) the Award will not be
      interpreted to form an employment contract or relationship with TI; (h)
      the future value of the underlying shares is unknown and cannot be
      predicted with certainty; and (i) if you receive shares, the value of such
      shares may increase or decrease in
value.

            


    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    
      	
              12.

            	
              Certain
      Definitions.

            


    

    


    
      	
               
      

            	
              (a)

            	
              The
      term “Agreement”
      means this Restricted Stock Unit Award
  Agreement.

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      term “Change in
      Control” has the meaning specified in the
  Plan.

            


    

    


    
      	
               
      

            	
              (c)

            	
              The
      term “Company”
      means Texas Instruments Incorporated and the term “TI” means and includes
      Texas Instruments Incorporated (together with any successor) and its
      subsidiaries.

            


    

    


    
      	
               
      

            	
              (d)

            	
              The term “Competition”
  means:

            


    

    


    
      	
               
      

            	
              (i)

            	
              engaging
      in any business activity similar to that in which you engaged during your
      last three years of employment with TI for any person or entity selling,
      marketing, designing or manufacturing products the same as, similar to, or
      that compete with products that TI sells or markets in any area that TI
      sells or markets such products;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              engaging
      in the selling or marketing of any products that are the same as, similar
      to, or that compete with any products that you sold or marketed, or
      attempted to sell or market, during the last three years of your
      employment with TI in any area in which you sold or marketed, or attempted
      to sell or market, such products;

            


    

    


    
      	
               
      

            	
              (iii)

            	
              engaging
      in the manufacture or design of any products that are the same as, similar
      to or that compete with any products that you sold or marketed, or
      attempted to sell or market, or participated in the design or manufacture
      of, during the last three years of your employment with TI;
    or

            


    

    


    
      	
               
      

            	
              (iv)

            	
              engaging
      in the selling or marketing of any products that are the same as, similar
      to, or that compete with any products that you participated in the design
      or manufacture of during the last three years of your employment with TI
      in any area in which TI has sold or marketed, or attempted to sell or
      market, such products.

            


    

    


    
      	
               
      

            	
              (e)

            	
              The
      term “Grant Date”
      means the effective date of grant of this
Award.

            


    


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (f)

            	
              The
      term “Involuntary
      Termination” has the meaning specified in the
  Plan.

            


    

    


    
      	
               
      

            	
              (g)

            	
              The
      term “the Plan”
      means the Texas Instruments 2009 Long-Term Incentive
  Plan.

            


    

    


    
      	
               
      

            	
              (h)

            	
              The
      term “Pre-Retirement
      Period” means the number of whole 365-day periods from (and
      including) the Grant Date through the earlier of (i) the day before your
      termination is effective or (ii) the day before the beginning of any
      Bridge to Retirement you have commenced after the Grant
    Date.

            


    

    


    
      	
               
      

            	
              (i)

            	
              The
      term “Vesting
      Period” means the number of whole 365-day periods from (and
      including) the Grant Date of the Award through the Vesting
      Date.

            


    

    


    
      	
               
      

            	
              (j)

            	
              The
      term “Bridge to
      Retirement” means an unpaid leave of absence that TI has granted
      you solely to enable you to qualify for retirement as described in Section
      2(b).

            


    

     

    
      	
            	
              (k) 

            	
              The
      term “Pre-Bridge
      Period” means the number of whole 365-day periods from (and
      including) the Grant Date of this Award through the day before you began
      your Bridge to Retirement.

            


    

    


    
      	
               
      

            	
              (l)

            	
              The
      term “Employee Stock
      Grant Communication” means the written communication from the
      Company to you stating the date(s) of vesting and number of shares under
      the Award.

            


    

    


    
      	
               
      

            	
              (m)

            	
              The
      term “Fair Market
      Value” means the closing price of TI common stock on the New York
      Stock Exchange on the day before the Vesting
  Date.

            


    

    


    
      	
              13.

            	
              Rights as
      Stockholder:  You will not have any rights as a
      stockholder of the Company in respect of any shares of common stock of the
      Company issuable under this Award unless and until such shares are issued
      in your name and delivered to you in accordance with the provisions
      hereof.

            


    

    


    
      	
              14.

            	
              Texas
      Law.  This Agreement and specifically the provisions of
      Section 9 hereof shall be construed both as to validity and performance
      and enforced in accordance with the laws of the State of Texas without
      giving effect to the principles of conflict of laws
    thereof.

            


    

    


    
      	
              15.

            	
              Severability.  The
      provisions of this Agreement are severable and if any one or more
      provisions are determined to be illegal or otherwise unenforceable, in
      whole or in part, the remaining provisions shall nevertheless be binding
      and enforceable.

            


    

    


    END

    


    By
accepting this Restricted Stock Unit Award Agreement, I acknowledge I have read
and I agree to be bound by all of the terms and conditions set forth above,
including Section 9 relating to Confidential Information, Competition and
Recoupment Policy.

     
  

     5