Texas Instruments 2013 Annual Report Download - page 116

TEXAS INSTRUMENTSB-4 • 2014 PROXY STATEMENT
PROXY
STATEMENT
SECTION 5. Shares Available for Awards.
(a) Subject to adjustment as provided in this Section 5, the number of Shares available for issuance under the Plan shall be
75,000,000 shares. Notwithstanding the foregoing and subject to adjustment as provided in Section 5(e), no Participant may
receive Options and SARs under the Plan in any calendar year that relate to more than 4,000,000 Shares.
(b) If, after the effective date of the Plan, (i) any Shares covered by an Award, or to which such an Award relates, are forfeited or
(ii) any Award expires or is cancelled or otherwise terminated, then the number of Shares available for issuance under the Plan
shall increase, to the extent of any such forfeiture, expiration, cancellation or termination. For purposes of this Section 5(b)
awards and options granted under any previous option or long-term incentive plan of the Company (other than a Substitute
Award granted under any such plan) shall be treated as Awards. For the avoidance of doubt, the number of Shares available
for issuance under the Plan shall not be increased by: (i) the withholding of Shares as a result of the net settlement of an
outstanding Option or SAR; (ii) the delivery of Shares to pay the exercise price or withholding taxes relating to an Award; or
(iii) the repurchase of Shares on the open market using the proceeds of an Option’s exercise.
(c) Any Shares underlying Substitute Awards shall not be counted against the Shares available for granting Awards.
(d) Any Shares delivered pursuant to an Award may consist, in whole or in part, of authorized and unissued Shares, of treasury
Shares or of both.
(e) 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 the Company, issuance of warrants or other rights to purchase Shares or other
securities of the Company, 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 (or other securities or property)
which thereafter may be made the subject of Awards, including the aggregate and individual limits specified in Section 5(a),
(ii) the number and type of Shares (or other securities, cash or property) subject to outstanding Awards, and (iii) the grant,
purchase, or exercise price with respect to any Award or, if deemed appropriate, make provision for a cash payment to the
holder of an outstanding Award; provided, however, that the number of Shares subject to any Award denominated in Shares shall
always be a whole number. Any such adjustment with respect to a “stock right” outstanding under the Plan, as defined in Section
409A of the Code, shall be made in a manner that is intended to avoid the imposition of any additional tax or penalty under
Section 409A.
SECTION 6. Options.
(a) The Committee is hereby authorized to grant Options to Participants with the terms and conditions described in this Section 6
and with such additional terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Committee
shall determine.
(b) The purchase price per Share under an Option shall be determined by the Committee; provided, however, that, except in the
case of Substitute Awards, such purchase price shall not be less than the Fair Market Value of a Share on the date of grant of
such Option.
(c) The term of each Option shall be fixed by the Committee but shall not exceed 10 years; provided, however, that the Committee
may provide for a longer term to accommodate regulations in non-U.S. jurisdictions that require a minimum exercise or vesting
period following a Participant’s death to achieve favorable tax results or comply with local law.
(d) The Committee shall determine the time or times at which an Option may be exercised in whole or in part, and the method or
methods by which, and the form or forms (including, without limitation, cash, Shares, other Awards, or other property, or any
combination thereof, having a Fair Market Value on the exercise date equal to the relevant exercise price) in which, payment of
the exercise price with respect thereto may be made or deemed to have been made.
(e) The terms of any Incentive Stock Option granted under the Plan shall comply in all respects with the provisions of Section 422
of the Code, or any successor provision thereto, and any regulations promulgated thereunder, but the Company makes no
representation that any options will qualify, or continue to qualify as an Incentive Stock Option and makes no covenant to
maintain Incentive Stock Option status.