Texas Instruments 2014 Annual Report Download - page 113

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PROXY STATEMENT
Please see page 96 for a discussion of the purpose of the plan. An employee’s deferred compensation account contains eligible
compensation the employee has elected to defer and contributions by the company that are in excess of the IRS limits on
(i) contributions the company may make to the enhanced defined contribution plan and (ii) matching contributions the company
may make related to compensation the executive officer deferred into his deferred compensation account.
Participants in the deferred compensation plan may choose to defer up to (i) 25 percent of their base salary, (ii) 90 percent of their
performance bonus, and (iii) 90 percent of profit sharing. Elections to defer compensation must be made in the calendar year prior to the
year in which the compensation will be earned.
During 2014, participants could choose to have their deferred compensation mirror the performance of one or more of the following
mutual funds, each of which is managed by a third party (these alternatives, which may be changed at any time, are a subset of those
offered to participants in the defined contribution plans): Northern Trust Short Term Investment Fund, Northern Trust Aggregate Bond
Index Fund-Lending, Northern Trust Russell 1000 Value Index Fund-Lending, Northern Trust Russell 1000 Growth Index Fund-Lending,
Northern Trust Russell 2000 Index Fund-Lending, Northern Trust MidCap 400 Index Fund-Lending, Fidelity Puritan Fund, BlackRock
Equity Index Fund F, BlackRock (EAFE) (Europe, Australia, Far East) Equity Index Fund F, BlackRock Lifepath Index 2020 Fund F,
BlackRock Lifepath Index 2030 Fund F, BlackRock Lifepath Index 2040 Fund F, BlackRock Lifepath Index 2050 Fund F and BlackRock
Lifepath Index Retirement Fund F. From among the available investment alternatives, participants may change their instructions relating
to their deferred compensation daily. Earnings on a participant’s balance are determined solely by the performance of the investments
that the participant has chosen for his plan balance. The company does not guarantee any minimum return on investments. A third party
administers the company’s deferred compensation program.
A participant may request distribution from the plan in the case of an unforeseeable emergency. To obtain an unforeseeable emergency
withdrawal, a participant must meet the requirements of Section 409A of the IRC. Otherwise, a participant’s balance is paid pursuant to
his distribution election and is subject to applicable IRC limitations.
Amounts contributed by the company, and amounts earned and deferred by the participant for which there is a valid distribution election
on file, will be distributed in accordance with the participant’s election. Annually participants may elect separate distribution dates
for deferred compensation attributable to a participant’s (i) bonus and profit sharing and (ii) salary. Participants may elect that these
distributions be in the form of a lump sum or annual installments to be paid out over a period of five or ten consecutive years. Amounts
for which no valid distribution election is on file will be distributed three years from the date of deferral.
In the event of the participant’s death, payment will be in the form of a lump sum and the earliest date of payment is the first day of the
second calendar month following the month of death.
Like the balances under the non-qualified defined benefit pension plans, deferred compensation balances are unsecured obligations
of the company. For amounts earned and deferred prior to 2010, a change in control does not trigger a distribution under the plan. For
amounts earned and deferred after 2009, distribution occurs, to the extent permitted by Section 409A of the IRC, if the participant is
involuntarily terminated within 24 months after a change in control. Change in control is the Plan definition.
Potential payments upon termination or change in control
None of the named executive officers has an employment contract with the company. They are eligible for benefits on generally the
same terms as other U.S. employees upon termination of employment or change in control of the company. TI does not reimburse
executive officers for any income or excise taxes that are payable by the executive as a result of payments relating to termination or
change in control.
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The following programs may result in payments to a named executive officer whose employment terminates. Most of these programs
have been discussed above. For a discussion of the impact of these programs on the compensation decisions for 2014, please see
page 96.
Bonus
Our policies concerning bonus and the timing of payments are described on page 88. Whether a bonus would be awarded under other
circumstances and in what amount would depend on the facts and circumstances of termination and is subject to the Compensation
Committee’s discretion. If awarded, bonuses are paid by the company.