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TEXAS INSTRUMENTSA-2 • 2014 PROXY STATEMENT
PROXY
STATEMENT
Amendments
The Committee may, at any time and from time to time, alter, amend, suspend or terminate the Plan, any part thereof or any option
thereunder as it may deem proper and in the best interests of the Company, provided, however, that unless the stockholders of TI shall
have first approved thereof, (i) the total number of shares for which options may be exercised under the Plan shall not be increased or
decreased, except as adjusted below under “Adjustments,” and (ii) no amendment shall be made which shall allow an option price for
offerings under the Plan to be less than 85% of the fair market value of the common stock of TI on the date of grant of the options or
85% of the fair market value of the common stock of TI on the date on which an option is exercised, if lower.
Notwithstanding the foregoing, the Committee may adopt and amend stock purchase sub-plans with respect to Employees of
Subsidiaries with such provisions as the Committee may deem appropriate to conform with local laws, practices and procedures, and
to permit exclusion of certain Employees from participation. All such sub-plans shall be subject to the limitations on the amount of
stock that may be issued under the Plan and, except to the extent otherwise provided in such plans, shall be subject to all of the other
provisions set forth herein.
Offerings
Each year during the term of the Plan, unless the Committee determines otherwise, TI will make one or more offerings in which
options to purchase TI common stock will be granted under the Plan. The offerings made to Employees of TI and to the Employees
of each participating Subsidiary shall constitute separate offerings (i.e., the offering made to Employees of one participating entity
shall be separate from the offering made to Employees of another participating entity) for purposes of Section 423 of the Code and
the regulations thereunder and, accordingly, may contain different terms and conditions, provided that each such offering meets the
requirements of Section 423 and the regulations thereunder.
Limitations on grants
No more than 40,000,000 shares of TI common stock may be sold pursuant to options granted under the Plan, subject to adjustments
as described below. Either authorized and unissued shares or issued shares heretofore or hereafter acquired by TI may be made subject
to option under the Plan. If for any reason any option under the Plan terminates in whole or in part, shares subject to such terminated
option may be again subjected to an option under the Plan.
Adjustments
In the event that any dividend or other distribution (whether in the form of cash, shares, other securities, or other property),
recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase
or exchange of shares or other securities of TI, issuance of warrants or other rights to purchase shares or other securities of TI, or
other similar corporate transaction or event affects the shares such that an adjustment is appropriate in order to prevent dilution or
enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee shall equitably
adjust any or all of (i) the number and type of shares which may be made the subject of options, (ii) the number and type of shares
subject to outstanding options, and (iii) the grant, purchase or exercise price with respect to any option or, if deemed appropriate, make
provision for a cash payment to the holder of an option. However, any adjustment that results in an increase in the aggregate number of
shares that may be issued under the Plan (other than an increase merely reflecting a change in the number of outstanding shares, such
as a stock dividend or stock split) will be considered the adoption of a new plan that would require stockholder approval, to the extent
required by Section 423 of the Code and the regulations thereunder.
Terms and conditions of options
Each offering shall be subject to the following terms and conditions, and to such further terms and conditions as may be established by
the Committee as described in the paragraph above entitled “Administration of Plan.” To the extent required by Section 423 of the Code
and the regulations thereunder, all Employees granted options in an offering shall have equal rights and privileges.
(1) An option price per share for each offering shall be determined by the Committee on or prior to the date of grant of the option
which shall in no instance be less than (a) 85% of the fair market value of TI common stock on the date the option is granted, or
(b) 85% of the fair market value of TI common stock on the date the option is exercised, whichever is lower. The fair market value
on the date on which an option is granted or exercised shall be determined by such methods or procedures as shall be established
by the Committee prior to or on the date of grant of the option.