Annual Report — [x] Reg. S-K Item 405 — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K405 Annual Report -- [x] Reg. S-K Item 405 25± 102K
2: EX-3.K Articles of Incorporation/Organization or By-Laws 2± 13K
3: EX-3.L Articles of Incorporation/Organization or By-Laws 2± 13K
4: EX-3.M Articles of Incorporation/Organization or By-Laws 2± 13K
5: EX-3.N Articles of Incorporation/Organization or By-Laws 19± 87K
6: EX-10.A.I Material Contract 18± 82K
7: EX-10.A.II Material Contract 2± 13K
8: EX-10.A.II Material Contract 3± 15K
9: EX-10.B.I Material Contract 8± 33K
10: EX-10.B.II Material Contract 2± 13K
11: EX-11 Statement re: Computation of Earnings Per Share 2± 12K
12: EX-12 Statement re: Computation of Ratios 1 9K
13: EX-21 Subsidiaries of the Registrant 2± 12K
14: EX-23 Consent of Experts or Counsel 1 10K
16: EX-27 Exhibit 27.1 1 11K
17: EX-27 Exhibit 27.2 1 11K
15: EX-27 Financial Data Schedule (Pre-XBRL) 1 10K
EX-10.A.II — Material Contract
Exhibit 10(a)(iii)
------------------
SECOND AMENDMENT
TO RESTATED
TI DEFERRED COMPENSATION PLAN
TEXAS INSTRUMENTS INCORPORATED, a Delaware corporation with its
principal offices in Dallas, Texas (hereinafter referred to as "TI" or the
"Company") hereby adopts this Second Amendment to the restated TI Deferred
Compensation Plan.
This Second Amendment to the restated TI Deferred Compensation Plan
shall be effective as of the dates indicated below. Except as hereby amended
by this Second Amendment to the restated TI Deferred Compensation Plan, the
Plan, as previously amended, shall continue in full force and effect.
1. Effective January 1, 2000, a new Section 1-6A is hereby
added, to appear between Section 1-6 and Section 1-7 of the
Plan. The new Section 1-6A shall read as follows:
"Sec. 1-6A. Cash Profit Sharing Compensation. "Cash
Profit Sharing Compensation" means the cash profit sharing
bonus payable for a Plan Year under the Company's cash
profit sharing bonus program, as amended from time to time,
and any successor to that program."
2. Effective January 1, 2000, Section 1-9(i) is hereby amended in
the entirety to read as follows:
"(i) All Compensation, Cash Profit Sharing Compensation or
Incentive Compensation deferred pursuant to Section
3-2 hereof; and"
3. Effective January 1, 2000, a new Section 1-21A is hereby added,
to appear between Section 1-21 and Section 1-22 of the Plan. The
new Section 1-21A shall read as follows:
"Sec. 1-21A. Supplemental Plan Cashout. "Supplemental
Plan Cashout" means the supplemental benefit amount
credited to the Participant's Deferred Compensation Account
pursuant to Section 3-2(iii) and no longer payable under
the TI Supplemental Pension Plan."
4. Effective January 1, 2000, a new Section 3-2(ii) is hereby added,
and Section 3-2(ii), as it appears before this Second Amendment,
is hereby renumbered as Section 3-2(iv). The new Section 3-2(ii)
shall read as follows:
"(ii) A Designated Employee who elects to participate in a
Deferred Compensation Account may, during the
Election Period, elect to defer into the Deferred
Compensation Account no more than 90% of the
Designated Employee's Cash Profit Sharing
Compensation payable in the next Plan Year. A
Participant's election to defer Cash Profit Sharing
Compensation during any succeeding Plan Year is
irrevocable and shall become effective as of the
first month of the Plan Year immediately following
such Election Period."
5. A new Section 3-2(iii) is hereby added, between the new Section
3-2(ii) added by the preceding paragraph and Section 3-2(iv), as
renumbered by the preceding paragraph. The new Section 3-2(iii)
shall read as follows:
"(iii) A Designated Employee who elects to participate in
a Deferred Compensation Account may elect to defer
a Supplemental Plan Cashout to be credited to the
Designated Employee Participant's Account. The
deferral election for such deferral must be given
not later than the calendar year preceding the
calendar year in which the Designated Employee
shall retire (or be subject to any other event
creating an entitlement to payment) under the TI
Employees Pension Plan."
6. Effective January 1, 2000, Section 3-2(iv) (renumbered by
paragraph 4 above) is hereby amended in the entirety to read as
follows:
"(iv) A Designated Employee who elects to participate in a
Deferred Compensation Account may, at any time,
elect to defer into the Deferred Compensation
Account no more than 25% of the Designated
Employee's Compensation (exclusive of Incentive
Compensation and Cash Profit Sharing Compensation)
during a Plan Year. An election for deferral of
Compensation other than Incentive Compensation, Cash
Profit Sharing Compensation and/or a Supplemental
Plan Cashout shall become effective as of the pay
period immediately following the pay period in which
the election was made and shall remain in effect
until changed by a subsequent election, which shall
not be effective until the pay period immediately
following the pay period in which the subsequent
election was made."
7. Effective January 1, 2000, the final paragraph of Section 3-2 is
hereby amended in the entirety to read as follows:
"The Employer of a Designated Employee Participant shall
credit to the Designated Employee Participant's Deferred
Compensation Account the amount of Compensation (exclusive
of Incentive Compensation, Cash Profit Sharing Compensation
and/or a Supplemental Plan Cashout) the Participant has
elected to defer, and the amount of Cash Profit Sharing
Compensation, Incentive Compensation and/or Supplemental
Plan Cashout the Participant has elected to defer. Such
amounts shall be credited as of the date the compensation
so deferred would otherwise have been paid to the
Participant in the absence of the Participant's deferral
election."
8. Effective October 1, 1999, new subparagraphs (d), (e) and (f)
shall be added to Section 3-6(iii), to follow subparagraph
3-6(iii)(c). The word "or" is deleted following the semicolon at
the end of Section 3-6(iii)(b), and a semicolon is inserted in
lieu of the period ending Section 3-6(iii)(c). The new
subparagraphs shall read as follows:
"(d) lump sum payable upon the date on which the
Participant attains the age of 60 years;
(e) a lump sum payable on the date on which the
Participant attains the age of 65 years; or
(f) a lump sum payable on the date on which the
Participant attains the age of 701/2 years."
9. Effective January 1, 1998, a new Section 3-7(vi) is hereby added,
to follow Section 3-7(v). The new Section 3-7(vi) shall read as
follows:
"(vi) Distributions and withdrawals under Article III
shall be made by check or wire transfer of cash and
may be made through a paying agent or recordkeeper
selected by the Administrator."
10. Except as amended by this Second Amendment, the Company hereby
ratifies the Plan as last amended and restated effective January
1, 1998, and as amended thereafter. Attached hereto as an Annex
is a copy of the Plan reflecting the Plan as it shall read after
incorporation of the amendments made through this Second
Amendment and all preceding amendments, and reflecting the
provisions in effect as of January 1, 2000.
IN WITNESS WHEREOF, Texas Instruments Incorporated has caused this
instrument to be executed by its duly authorized officer.
Texas Instruments Incorporated
By: /s/ RICHARD J. AGNICH
----------------------------------------------
Richard J. Agnich
Senior Vice President, General Counsel and Secretary
Dates Referenced Herein and Documents Incorporated by Reference
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