ex10_l.htm


    
      

    

    Exhibit 10(l)

     

    Texas
Instruments Incorporated

    Nonqualified
Stock Option Agreement

    (Executive
Officers)

    


    Form
No. 2

    2009
LTIP

    


    


    Your
option is subject to the following terms and conditions, your acceptance of
which is required before you can exercise the option.  As used below,
“TI,” “the Company” and “the Option Date” have the meanings specified in Section
9.

    


    
      	
              1.

            	
              Exercisability.  On
      or after the first anniversary of the Option Date, during the balance of
      the option term, your option may be exercised and shares purchased at any
      time or times under the following
conditions:

            


    

    


    
      	
               
      

            	
              (a)

            	
              Installment
      Table.  Except as provided in Sections 1(b) and 1(c), the
      option will be exercisable through the tenth anniversary of the Option
      Date based on the following table.

            


    

    


    
      	
              On
      or After

            	 
      	
              Percent
      Exercisable

            
	
              1st
      anniversary of the Option Date

            	 
      	
              25%

            
	
              2nd
      anniversary of the Option Date

            	 
      	
              50%

            
	
              3rd
      anniversary of the Option Date

            	 
      	
              75%

            
	
              4th
      anniversary of the Option Date

               

            	 
      	
              100%

            


    

    


    
      	
               
      

            	
              (b)

            	
              Termination of
      Employment.  The effect of termination of employment from
      TI is as follows:

            


    

    


    
      	
               
      

            	
              (i)

            	
              Termination for
      cause:  The option will be canceled immediately upon
      termination.

            


    

    


    
      	
               
      

            	
              (ii)

            	
              Death:  The
      option will continue to full term, becoming exercisable per the table in
      Section 1(a), and will be exercisable by your
  heirs.

            


    

    


    
      	
               
      

            	
              (iii)

            	
              Permanent
      disability: The option will continue to full term, becoming
      exercisable per the table in Section
1(a).

            


    

    


    
      	
               
      

            	
              (iv)

            	
              Termination (except
      for cause), at least six months after the Option Date and 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 option will continue to full term,
      becoming exercisable per the table in Section
  1(a).

            


    

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    
      	
               
      

            	
              (v)

            	
              Termination (except
      for cause) at least six months after the Option Date and after 20 years of
      service (credited or otherwise) as a TI employee, but you are not
      retirement eligible as described in Section
      1(b)(iv):  The option will continue to full term, but
      will be exercisable only to the extent it was exercisable on the date of
      termination.

            


    

    


    
      	
               
      

            	
              (vi)

            	
              Involuntary
      Termination (as defined in Section 9) within 24 months after a Change in
      Control (as defined in Section 9):  The table in Section
      1(a) and the other provisions of this Section 1(b) will not apply, and the
      option will become fully exercisable as of the date of your termination
      and continue to full term.

            


    

    


    
      	
               
      

            	
              (vii)

            	
              Other:  For
      any termination other than those specified above, the option will be
      exercisable for 30 days after the date of termination, only to the extent
      that it was exercisable on the date of termination per the table in
      Section 1(a), except as follows:  If you die within 30 days
      after your termination, then your heirs may exercise the option for a
      period of up to one year after your death, but only to the extent any
      unexercised portion was exercisable on the date of
      termination.

            


    

    


    
      	
               
      

            	
              (c)

            	
              Confidential
      Information and Competition.  See Section 6, particularly
      Section 6(c), for the effect of disclosure of confidential information or
      of competition with TI.

            


    

    


    
      	
              2.

            	
              Continuing
      Employment.  Your option will not be affected by any
      change of employment so long as you continue to be employed by
      TI.  The option 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.

            


    

    


    
      	
              3.

            	
              Transferability.  Your
      option is not transferable except by will or by the laws of descent and
      distribution, and during your lifetime may be exercised only by
      you.

            


    

    


    
      	
              4.

            	
              Manner of
      Exercise.  Your option may be exercised by delivery of a
      written notice of exercise to the Secretary of the Company or the
      Secretary’s designee, specifying the number of shares for which you wish
      to exercise the option, and delivery of the full purchase price thereof,
      in a form approved by the Compensation Committee of the Board of Directors
      of the Company, to the Secretary or the Secretary’s designee, or in such
      other manner as the Committee may otherwise from time to time
      permit.

            


    

    


    
      	
              5.

            	
              Long-Term Incentive
      Plan.  Your option is subject to all of the terms and
      conditions of the Texas Instruments 2009 Long-Term Incentive Plan
      (hereinafter “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.

            


    

    


    
      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

    


    
      	
              6.

            	
              Confidential
      Information, Competition and Recoupment Policy.  By
      accepting your option, and in consideration for the option and for the
      Company’s obligations set forth herein, 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
      (hereinafter "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 6(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 9), 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 the Company,
      then (i) the option will not be thereafter exercisable at any time, and
      (ii) you shall repay immediately to the Company any profit (spread between
      Option Price and market price of the Company’s common stock on the date of
      exercise) made on the option within three years prior to termination of
      your employment or any time after termination of your
      employment.  Any amount payable to the Company pursuant to this
      provision may be reduced or waived as the Company, in its sole judgment,
      deems warranted by the
circumstances.

            


    

     

    
      	
            	
              (d) 

            	
              You
      agree that this option is subject to the recoupment policy adopted by the
      Committee and in effect on the Option
Date.

            


    

    


    
      	
               
      

            	
              (e)

            	
              You
      recognize and acknowledge that the provisions of this Section 6 relating
      to nondisclosure and noncompetition during and after employment and to the
      Committee’s recoupment policy 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 6, the
      Company would not have entered into this
  Agreement.

            


    

    


    
      
        
           


        

        
          3

          
            

          

        

        
           


        

      

    

    


    
      	
              7.

            	
              Responsibility for
      Taxes.  You acknowledge that the ultimate liability for
      income tax, social insurance or other tax-related withholding (hereinafter
      “Tax-Related Items”) in connection with this grant, its exercise or the
      subsequent sale of shares received thereunder is your responsibility, and
      that TI (a) makes no representations or undertakings with respect to the
      treatment for tax purposes of the grant or exercise of this option or sale
      of shares received thereunder, or any dividends 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 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.

            


    

    


    
      	
              8.

            	
              Nature of
      Grant. In accepting this grant, 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 grants, if any, will be at the sole
      discretion of the Company; (c) the grant of your option is voluntary and
      occasional and does not create any contractual or other right to receive
      future grants of options, or benefits in lieu of options; (d) you are
      voluntarily participating in the Plan; (e) your option is an extraordinary
      item that does not constitute compensation for services rendered to TI;
      (f) your option 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 option grant 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) the value of any shares acquired upon exercise may increase or
      decrease in value.

            


    

    


    
      	
              9.

            	
              Certain
      Definitions.

            


    

    


    
      	
               
      

            	
              (a)

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

            


    

    


    
      	
               
      

            	
              (b)

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

            


    

    


    
      	
               
      

            	
              (c)

            	
              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;

            


    

    


    
      
        
           


        

        
          4

          
            

          

        

        
           


        

      

    

    


    
      	
               
      

            	
              (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.

            


    

    


    
      	
               
      

            	
              (d)

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

            


    

    


    
      	
               
      

            	
              (e)

            	
              The
      term “Option
      Date” means the effective date of grant of this
    option.

            


    

    


    
      	
               
      

            	
              (f)

            	
              The
      term “Agreement”
      means this option agreement.

            


    

    


    
      	
              10.

            	
              Texas
      Law.  This Agreement and specifically the provisions of
      Section 6 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.

            


    

    


    
      	
              11.

            	
              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 Agreement, I acknowledge I have read and I agree to be bound by
all of the terms and conditions set forth above, including Section 6 relating to
Confidential Information and Competition.

    
  

    5