ex10_aii.htm


    
      

    

    Exhibit
10(a)(ii)

     

    AMENDMENT
NO. 1

    TO
THE

    TI
DEFERRED COMPENSATION PLAN

    (EFFECTIVE
JANUARY 1, 2009)

    


    


    TEXAS
INSTRUMENTS INCORPORATED, a Delaware corporation, pursuant to the authority
granted in Section 6-1 of the TI Deferred Compensation Plan (Effective January
1, 2009) (the “Plan”), does hereby amend the Plan effective as of January 1,
2010, except as otherwise provided herein, as follows:

    


    1.      Article
I of the Plan is amended by adding the following new Section 1-6A:

    


    Sec. 1-6A.   Change
in Control.  “Change in
Control” means an event that will be deemed to have occurred:

    


    
      	
               
      

            	
              (i)

            	
              On
      the date any Person, other than (1) the Company or any of its
      Subsidiaries, (2) a trustee or other fiduciary holding stock under an
      employee benefit plan of the Company or any of its Affiliates, (3) an
      underwriter temporarily holding stock pursuant to an offering of such
      stock, or (4) a corporation owned, directly or indirectly, by the
      stockholders of the Company in substantially the same proportions as their
      ownership of stock of the Company, acquires ownership of stock of the
      Company that, together with stock held by such Person, constitutes more
      than fifty percent (50%) of the total fair market value or total voting
      power of the stock of the Company.  However, if any Person is
      considered to own more than fifty percent (50%) of the total fair market
      value or total voting power of the stock of the Company, the acquisition
      of additional stock by the same Person is not considered to be a Change in
      Control;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              On
      the date a majority of members of the Board is replaced during any
      12-month period by directors whose appointment or election is not endorsed
      by a majority of the Board before the date of the appointment or election;
      or

            


    

    


    
      	
               
      

            	
              (iii)

            	
              On
      the date any Person acquires (or has acquired during the 12-month period
      ending on the date of the most recent acquisition by such Person or group)
      assets from the Company that have a total gross fair market value equal to
      or more than eighty percent (80%) of the total gross fair market value of
      all of the assets of the Company immediately before such acquisition or
      acquisitions.  For this purpose, gross fair market value means
      the value of the assets of the Company or the value of the assets being
      disposed of, determined without regard to any liabilities associated with
      such assets.  However, there is no Change in Control when there
      is such a sale or transfer to (i) a stockholder of the Company
      (immediately before the asset transfer) in exchange for or with respect to
      the Company’s then outstanding stock; (ii) an entity, at least fifty
      percent (50%) of the total value or voting power of the stock of which is
      owned, directly or indirectly, by the Company; (iii) a Person that owns,
      directly or indirectly, at least fifty percent (50%) of the total value or
      voting power of the outstanding stock of the Company; or (iv) an entity,
      at least fifty percent (50%) of the total value or voting power of the
      stock of which is owned, directly or indirectly, by a Person that owns,
      directly or indirectly, at least fifty percent (50%) of the total value or
      voting power of the outstanding stock of the
  Company.

            


    

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    
      	
               
      

            	
              (iv)

            	
              For
      purposes of (i), (ii) and (iii)
above,

            


    

    


    
      	
               
      

            	
              (a)

            	
              “Affiliate”
      shall have the meaning set forth in Rule 12b-2 promulgated under Section
      12 of the Securities Exchange Act of 1934, as
  amended;

            


    

    


    
      	
               
      

            	
              (b)

            	
              “Board”
      means the Board of Directors of the
Company;

            


    

    


    
      	
               
      

            	
              (c)

            	
              “Person”
      shall have the meaning given in Section 7701(a)(1) of the
      Code.  Person shall include more than one Person acting as a
      group as defined by the Final Treasury Regulations issued under Section
      409A of the Code; and

            


    

    


    
      	
               
      

            	
              (d)

            	
              “Subsidiary”
      means any entity whose assets and net income are included in the
      consolidated financial statements of the Company audited by the Company’s
      independent auditors and reported to stockholders in the annual report to
      stockholders.

            


    

    


    
      	
               
      

            	
              (v)

            	
              Notwithstanding
      the foregoing, in no case will an event in (i), (ii) or (iii) be treated
      as a Change in Control unless such event also constitutes a “change in
      control event” with respect to the Company within the meaning of Treas.
      Reg. § 1.409A-3(i)(5) or any successor
  provision.

            


    

    


    2.      Article
I of the Plan is amended further by adding the following new Section
1-18A:

    


          Sec.
1-18A.    Involuntary
Termination.  “Involuntary
Termination” shall mean a Termination of Employment, other than for cause due to
the independent exercise of unilateral authority of TI to terminate the
Participant’s services, other than due to the Participant’s implicit or explicit
request, where the Participant was willing and able to continue to perform
services, in accordance with Treas. Reg. § 1.409A-1(n)(1) or any successor
provision.

    


    3.      Article
I of the Plan is amended further by adding the following new Section
1-22A:

    


          Sec.  1-22A.   Specified
Employee.  “Specified
Employee” shall mean an employee who is a “specified employee” (as defined in
Section 409A(2)(B)(i) of the Code) for the applicable period, as determined by
the Committee in accordance with Treas. Reg. § 1.409A-1(i), or any successor
provision.

    


    


    
      
        
           


        

        
          - 2
-

          
            

          

        

        
           


        

      

    

    


    4.      Article
I of the Plan is amended further by adding the following new Section
1-23A:

    


          Sec. 1-23A.    Termination
of Employment.  “Termination of Employment” shall mean the date on
which the Participant has incurred a “separation from service” within the
meaning of Treasury Regulation section 1.409A-1(h) or any successor
provision.

    


    5.      Section
2-3 of the Plan is amended, effective as of January 1, 2009, by striking said
Section and substituting in lieu thereof the following new Section
2-3:

    


      Sec.
2-3.       Participation
in a Benefit Restoration Account for Participants in the TI Contribution and
401(k) Savings Plan.

    


    
      	
               
      

            	
              (i)

            	
              An
      Eligible Employee will become a Participant in this Plan, and a Benefit
      Restoration Account in the name of the Participant will be credited with
      the excess
  of:

            


    

    


    
      	
               
      

            	
              (a)

            	
              the sum, if any, of (1) the contributions
      which would have been credited to
      such Participant’s “Contribution Account” under the TI Contribution and
      401(k) Savings Plan for that Plan Year if
      the Employee’s “Compensation,” as defined in the TI Contribution and
      401(k) Savings Plan, was not subject to the limitations under
      Section 401(a)(17) of the Code and/or Section 415 of the Code for such Plan Year, and (2) if the Eligible Employee is a Designated Employee,
      the contributions which would have been credited to such Participant’s
      “Contribution Account” under the TI Contribution and 401(k) Savings Plan
      for that Plan Year, if the Employee’s “Compensation,” as defined in the TI
      Contribution and 401(k) Savings Plan, had not been reduced during that
      Plan Year because the Participant deferred Regular Compensation or
      deferred a Year-End Performance Bonus under this Plan which was paid in that Plan Year;
      over

            


    

    


    
      	
               
      

            	
              (b)

            	
              the contributions actually credited to such
      Participant’s “Contribution Account” for such Plan
      Year.

            


    

    


    
      	
               
      

            	
              (ii)

            	
              An
      Eligible Employee will become a Participant in this Plan, and a Benefit
      Restoration Account in the name of such Participant will be credited with
      an amount equal to the excess
      of:

            


    

    


    
      	
               
      

            	
              (a)

            	
              the lesser of (1) four percent (4%) of the
      Eligible Employee’s “Compensation,” as defined in the TI
      Contribution and 401(k) Savings Plan for that Plan Year if the Eligible Employee’s “Compensation” (A) was
      not subject to the limitations under Section 401(a)(17) and/or
      Section 415 of the Code for such Plan Year
      and, (B) in the case of an Eligible Employee who is a Designated Employee,
      had not been reduced during that Plan Year because the Eligible Employee deferred Regular Compensation or
      deferred a Year-End Performance Bonus under this Plan which was paid in
      that Plan Year, or (2) the sum of (A) the “Employer 401(k) Contributions
      actually credited to such Eligible Employee’s “401(k) Account” pursuant to
      Section 4-1(a) of the TI Contribution and 401(k) Savings Plan, plus (B)
      the amount of the Regular Compensation and/or a Year-End Performance Bonus
      which was paid in such Plan Year deferred by the Eligible Employee under
      this Plan for such Plan Year;
over

            


    

    


    
      
        
           


        

        
          - 3
-

          
            

          

        

        
           


        

      

    

    


    
      	
               
      

            	
              (b)

            	
              the “Employer 401(m) Contributions” actually
      credited to such Participant’s “401(k) Account” under the TI Contribution
      and 401(k) Savings Plan for that Plan
  Year;

            


    

    


    provided that no benefit restoration shall be
made pursuant to this Section 2-3(ii)
unless the Eligible Employee has
made an election under the TI Contribution and 401(k) Savings Plan to defer the
maximum amount of compensation permitted under Section 402(g) of the Code, including, in the case of any Participant eligible to
make catch-up contributions, the maximum amount of catch-up contributions
permitted under Section 414(v) of the Code.

    


    6.      Section
2-4 of the Plan is amended, effective as of January 1, 2009, by striking said
Section and substituting in lieu thereof the following new Section
2-4:

    


    Sec.
2-4.      Participation
in a Benefit Restoration Account for Participants in the TI 401(k) Savings
Plan.  A Designated Employee who otherwise is an Eligible
Employee will become a Participant in this Plan, and a Benefit Restoration
Account in the name of such Participant will be credited with “Employer Matched
Savings Contributions” not credited to the Participant’s “401(k) Account” under
the TI 401(k) Savings Plan for that Plan Year solely because the Participant
deferred Regular Compensation or deferred a Year-End Performance Bonus under
this Plan which was paid in that Plan Year, as of the earliest date the Regular
Compensation or Year-End Performance Bonus is credited to the Participant’s
Deferred Compensation Account pursuant to Section 3-2 below; provided that the
Participant has made an election under the TI 401(k) Savings Plan to defer the
maximum amount of compensation permitted under Section 402(g) of the Code, and
provided further that such contribution, when added to any “Matched Savings
Contribution” actually made pursuant to the TI 401(k) Savings Plan, does not
exceed 2% of such Participant’s Compensation during the Plan Year as limited by
Section 401(a)(17) of the Code.

    


    7.      Section
3-7 of the Plan is amended by adding the following new Section 3-7(iii) and
renumbering current Sections 3-7(iii) and (iv) as Sections 3-7(iv) and
(v):

    


    
      
        
          	
                   
      

                	
                  (iii)

                	
                  (a)

                	
                  Notwithstanding
      the foregoing, in the event a Participant experiences an Involuntary
      Termination within 24 months after a Change in Control, such Participant
      shall receive a distribution of the balances credited to the Participant’s
      Accounts which are attributable to amounts credited to those Accounts in
      Plan Years beginning on and after January 1, 2010, except that with
      respect to amounts credited to a Participant’s Account attributable to
      deferred Year-End Performance Bonuses and deferred Cash Profit Sharing
      Compensation, the provisions of this Section 3-7(iii)(a) shall only apply
      to such amounts credited to the Participant’s Accounts beginning on and
      after January 1, 2011.

                


        

         

      

    

    
      
        
           


        

        
          - 4
-

          
            

          

        

        
           


        

      

    

    


    
      	
               
      

            	
              (b)

            	
              To the extent permitted without additional tax or
      penalty by Section 409A of the Code, the amounts to be distributed
      pursuant to this Section 3-7(iii) shall be paid in a lump sum on, or as
      soon as practicable (but no later than ninety (90) days) after, the
      Participant’s Involuntary Termination, provided, however, that if the
      Participant is a Specified Employee upon such Involuntary Termination, and
      the limitations set forth in Section 409A(a)(2)(B)(i) of the Code are
      applicable to such Participant, said amounts shall be distributed in a
      lump sum as soon as practicable (but no more than ten (10) days) after,
      the earlier of (1) the first day of the seventh month following such
      Participant’s Involuntary Termination, or, (2) the date of death of such
      Participant; and

            


    

     

    
      	
               
      

            	
              (c)

            	
              To the extent that distributions of amounts
      pursuant to this Section 3-7(iii) are not permitted without additional tax
      or penalty by Section 409A of the Code, the affected Participants shall
      receive distribution of the amounts referred to in this Section 3-7(iii)
      at the appropriate Scheduled Distribution Dates and in the appropriate
      forms of payment otherwise elected by such
      Participants.

            


    

     

    The
undersigned hereby adopts this AMENDMENT NO. 1 TO THE TI DEFERRED COMPENSATION
PLAN on this 22 day of December, 2009, effective as of the dates set forth
above, reflecting amendments approved by the Compensation Committee of the Board
of Directors of Texas Instruments Incorporated on September 17, 2009 and
amendments adopted pursuant to authority delegated by the Board of Directors of
Texas Instruments Incorporated.

    
  

    
      	 
      	
              By:

            	
               /s/ Darla Whitaker

            	
               

            
	 
      	 
      	
               Darla
      Whitaker

            	 
      
	 
      	 
      	
               Senior
      Vice President – Human Resources

            	 
      


    

    
 

      - 5 -