Texas Instruments 2014 Annual Report Download - page 112

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PROXY STATEMENT
If a participant terminates due to disability, amounts under Plan I will be distributed when payment of the participant’s benefit under the
qualified plan commences. For amounts under Plan II, distribution is governed by Section 409A of the IRC, and the disability benefit is
reduced to reflect the payment of the benefit prior to age 65.
In the event of death, payment under both plans is based on salary and bonus, years of credited service and age at the time of death and
will be in the form of a lump sum. The earliest date of payment is the first day of the second calendar month following the month of death.
Balances in the plans are unsecured obligations of the company. For amounts under Plan I, in the event of a change in control, the
present value of the individual’s benefit would be paid not later than the month following the month in which the change in control
occurred. For such amounts, the pre-2010 definition of a change in control (please see page 102) applies. For all amounts accrued
under this plan, if a sale of substantially all of the assets of the company occurred, the present value of the individual’s benefit would be
distributed in a lump sum as soon as reasonably practicable following the sale of assets. For amounts under Plan II, no distribution of
benefits is triggered by a change in control.
Leaves of absence, including a bridge to retirement, are credited to years of service under the non-qualified pension plans. For a
discussion of leaves of absence, please see page 108.
TI Employees SB
TI’s qualified and non-qualified pension plans provide that upon the death of a retirement-eligible employee, the employee’s beneficiary
receives a payment equal to half of the benefit to which the employee would have been entitled under the pension plans had he retired
instead of died. We have a survivor benefit plan that pays the beneficiary a lump sum that, when added to the reduced amounts the
beneficiary receives under the pension plans, equals the benefit the employee would have been entitled to receive had he retired
instead of died. Because Messers. Templeton, March and Ritchie were eligible for early retirement in 2014, their beneficiaries would be
eligible for benefits under the survivor benefit plan if they were to die.
2014 non-qualified deferred compensation
The following table shows contributions to the named executive officer’s deferred compensation account in 2014 and the aggregate
amount of his deferred compensation as of December 31, 2014.
Name
Executive
Contributions
in Last FY ($) (1)
Registrant
Contributions
in Last FY
($) (2)
Aggregate Earnings in
Last FY ($)
Aggregate
Withdrawals/
Distributions ($)
Aggregate
Balance at Last
FYE ($) (5)
R. K. Templeton . . . . . . . . . . . . . . . . $ 153,169 $ 218,116 $ 1,333,056 (3) $ 245,169 (4) $ 7,221,662 (6)
K. P. March . . . . . . . . . . . . . . . . . . — — — — —
B. T. Crutcher . . . . . . . . . . . . . . . . . $ 79,954 $ 95,088 $ 43,939 — $ 820,284
S. A. Anderson . . . . . . . . . . . . . . . . $ 31,846 $ 53,089 $ 24,458 $ 20,097 $ 435,908
K. J. Ritchie . . . . . . . . . . . . . . . . . — — — — —
(1) Amounts shown consist of portions of 2014 salary and portions of their bonus for 2013 performance, which was paid in 2014.
(2) Company matching contributions pursuant to the defined contribution plan. These amounts are included in the All Other
Compensation column of the 2014 summary compensation table on page 98.
(3) Consists of: (a) $148,800 in dividend equivalents paid under the 120,000-share 1995 RSU award discussed on page 103, settlement
of which has been deferred until after termination of employment; (b) a $1,147,200 increase in the value of the RSU award
(calculated by subtracting the value of the award at year-end 2013 from the value of the award at year-end 2014 (in both cases, the
number of RSUs is multiplied by the closing price of TI common stock on the last trading date of the year)); and (c) a $37,056 gain in
Mr. Templeton’s deferred compensation account in 2014. Dividend equivalents are paid at the same rate as dividends on TI common
stock.
(4) Consists of dividend equivalents paid on the RSU award discussed in note 3 and a scheduled distribution of a portion of
Mr. Templeton’s deferred compensation balance.
(5) Includes amounts reported in the summary compensation table in the current or prior-year proxy statements as follows:
Mr. Templeton, $805,262; Mr. Crutcher, $820,284; and Mr. Anderson $10,096. The remainder of the amount for Mr. Anderson was
the deferral of his bonus for 2013, for which year he was not a named executive officer.
(6) Of this amount, $6,416,400 is attributable to Mr. Templeton’s 1995 RSU award, calculated as described in note 3. The remainder is
the balance of his deferred compensation account.