Texas Instruments 2015 Annual Report Download - page 109

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PROXY STATEMENT
The “Stock Awards” in the table of outstanding equity awards at fiscal year-end 2014 are RSU awards. Each RSU represents the right
to receive one share of TI common stock on a stated date (the “vesting date”) unless the award is terminated earlier under terms
summarized below. In general, the vesting date is approximately four years after the grant date. Each RSU includes the right to receive
dividend equivalents, which are paid annually in cash at a rate equal to the amount paid to stockholders in dividends. The table below
shows the termination provisions of RSUs outstanding as of December 31, 2014.
Employment Termination
Due to Death or Permanent Disability
Employment Termination
(at Least 6 Months after Grant)
When Retirement Eligible
Employment
Termination for
Cause
Other Circumstances
of Employment
Termination
Vesting continues; shares
are paid at the scheduled
vesting date
For grants made after 2012: Grant stays in effect and
pays out shares at the scheduled vesting date
For grants made before 2013: Grant stays in effect
and pays out shares at the scheduled vesting date.
Number of shares reduced according to the duration of
employment over the vesting period *
Grant cancels; no
shares are issued
Grant cancels; no
shares are issued
* Calculated by multiplying the number of RSUs by a fraction equal to the number of whole 365-day periods from the grant date to the
employment termination date (or first day of any bridge leave of absence leading to retirement), divided by the number of years in the
vesting period.
These termination provisions are intended to promote retention. All RSU awards contain cancellation and clawback provisions like those
described above for stock options. The terms provide that, to the extent permitted by Section 409A of the IRC, the award vests upon
involuntary termination of TI employment within 24 months after a change in control. Change in control is the Plan definition. These
cancellation, clawback and change-in-control terms are intended to conform RSU terms with those of stock options (to the extent
permitted by the IRC) and to achieve the objectives described above in the discussion of stock options.
In addition to the “Stock Awards” shown in the outstanding equity awards at fiscal year-end 2014 table on pages 101 and 102,
Mr. Templeton holds an award of RSUs that was granted in 1995. The award, for 120,000 shares of TI common stock, vested in 2000.
Under the award terms, the shares will be issued to Mr. Templeton in March of the year after his termination of employment for any
reason. These terms were designed to provide a tax benefit to the company by postponing the related compensation expense until
it was likely to be fully deductible. In accordance with SEC requirements, this award is reflected in the 2014 non-qualified deferred
compensation table on page 106.
2014 option exercises and stock vested
The following table lists the number of shares acquired and the value realized as a result of option exercises by the named executive
officers in 2014 and the value of any RSUs that vested in 2014. For option exercises, the value realized is calculated by multiplying the
number of shares acquired by the difference between the exercise price and the market price of TI common stock on the exercise date.
For RSUs, the value realized is calculated by multiplying the number of RSUs that vested by the market price of TI common stock on the
vesting date.
Name
Option Awards Stock Awards
Number of
Shares Acquired
on Exercise (#)
Value Realized on
Exercise ($)
Number of
Shares Acquired
on Vesting (#)
Value Realized
on Vesting ($)
R. K. Templeton . . . . . . . . . . . . . . . . . . . . . . . . . . . 500,000 $ 13,460,000 180,000 $ 7,684,200
K. P. March . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 318,750 $ 7,983,971 53,751 $ 2,294,630
B. T. Crutcher . . . . . . . . . . . . . . . . . . . . . . . . . . . . 150,000 $ 2,282,377 150,000 $ 6,887,500
S. A. Anderson . . . . . . . . . . . . . . . . . . . . . . . . . . . 70,000 $ 1,354,542 46,668 $ 1,992,257
K. J. Ritchie . . . . . . . . . . . . . . . . . . . . . . . . . . . . 606,250 $ 10,747,804 62,501 $ 2,668,168