Texas Instruments 2014 Annual Report Download - page 70

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FORM 10-K
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters.
Equity compens ation plan information
The following table sets forth information about the company’s equity compensation plans as of December 31, 2014:
Plan Category
Number of
Securities
to be Issued
Upon
Exercise of
Outstanding
Options,
Warrants and
Rights
(a)
Weighted-
Average
Exercise Price of
Outstanding
Options,
Warrants and
Rights
(b)
Number of Securities
Remaining Available
for Future
Issuance
under Equity
Compensation Plans
( excluding
securities reflected
in column (a))
(c)
Equity compensation plans approved by security holders . . . . . . . . . 66,347,238 (1) $ 32.94 (2) 85,231,008 (3)
Equity compensation plans not approved by security holders . . . . . . . 9,114,448 (4) $ 32.84 (2) 0
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75,461,686 (5) $ 32.92 85,231,008
(1) Includes shares of TI common stock to be issued under the Texas Instruments 2003 Director Compensation Plan (the “2003 Director
Plan”), the Texas Instruments 2009 Long-Term Incentive Plan (the “2009 LTIP”) and predecessor stockholder - approved plans, the
Texas Instruments 2009 Director Compensation Plan (the “2009 Director Plan”) and the TI Employees 2014 Stock Purchase Plan
(the “2014 ESPP”). Also includes 283,825 shares of TI common stock to be issued upon settlement of outstanding awards granted
under the National Semiconductor Corporation 2009 Incentive Award Plan, a plan approved by National stockholders. The company
assumed the awards in connection with its acquisition of National.
(2) Restricted stock units and stock units credited to directors’ deferred compensation accounts are settled in shares of TI common
stock on a one-for-one basis. Accordingly, such units have been excluded for purposes of computing the weighted-average
exercise price.
(3) Shares of TI common stock available for future issuance under the 2009 LTIP, the 2009 Director Plan and the 2014 ESPP.
44,467,438 shares remain available for future issuance under the 2009 LTIP and 1,573,235 shares remain available for future
issuance under the 2009 Director Plan. Under the 2009 LTIP and the 2009 Director Plan, shares may be granted in the form of
restricted stock units, options or other stock-based awards such as restricted stock.
(4) Includes shares to be issued under the Texas Instruments 2003 Long-Term Incentive Plan (the “2003 LTIP ”). The 2003 LTIP
was replaced by the 2009 LTIP, which was approved by stockholders. No further grants may be made under the 2003 LTIP. Only
non-management employees were eligible to receive awards under the 2003 LTIP. The 2003 LTIP authorized the grant of shares
in the form of restricted stock units, options or other stock-based awards such as restricted stock. The plan is administered by a
committee of independent directors (the Committee). The Committee had the sole discretion to grant to eligible participants one or
more equity awards and to determine the number or amount of any award. Except in the case of awards made through assumption
of, or in substitution for, outstanding awards previously granted by an acquired company, and except as a result of an adjustment
event such as a stock split, the exercise price under any stock option, the grant price of any stock appreciation right, and the
purchase price of any security that could be purchased under any other stock-based award under the 2003 LTIP could not be less
than 100 percent of the fair market value of the stock or other security on the effective date of the grant of the option, right or
award.
Also includes shares to be issued under the Texas Instruments Directors Deferred Compensation Plan and the Texas Instruments
Restricted Stock Unit Plan for Directors . These plans were replaced by the stockholder - approved 2003 Director Plan (which was
replaced by the 2009 Director Plan), and no further grants may be made under them.
(5) Includes 57,647,446 shares for issuance upon exercise of outstanding grants of options, 17,303,815 shares for issuance upon
vesting of outstanding grants of restricted stock units, 374,703 shares for issuance under the 2014 ESPP and 135,722 shares for
issuance in settlement of directors’ deferred compensation accounts.