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)(ii)
-----------------
FIRST 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 the First Amendment to the restated TI Deferred
Compensation Plan.
TI adopted the TI Supplemental Pension and Profit Sharing Benefit
Plan effective as of September 8, 1978, and the TI Supplemental Pension and
Profit Sharing Benefit Plan II as of January 1, 1993. Both such plans were
amended from time to time. These supplemental plans supplemented pension
benefits provided under the TI Employees Pension Plan and defined
contribution plan benefits provided under the TI Employees Universal Profit
Sharing Plan. The provisions of such supplemental plans relevant to, and
supplementing pension benefits under, the TI Employees Pension Plan were
amended, restated and merged into the TI Employees Supplemental Pension Plan,
effective January 1, 1998. The supplemental pension plan obligations accrued
under the two such supplemental plans are provided on and after January 1,
1998, under the TI Employees Supplemental Pension Plan. The provisions of
the two supplemental plans relevant to, and supplementing benefits under, the
TI Employees Universal Profit Sharing Plan, and effective January 1, 1998,
the TI Employees Retirement and Profit Sharing Plan, were amended, restated
and merged into the TI Deferred Compensation Plan (the "Plan") effective
January 1, 1998.
This First Amendment to the restated TI Deferred Compensation Plan
shall be effective as of the dates indicated below. Except as hereby amended
by this First Amendment to the restated TI Deferred Compensation Plan, the
Plan, as amended and restated effective January 1, 1998, shall continue in
full force and effect.
1. Effective January 1, 1998, a new Section 1-20A is hereby added,
to appear between Section 1.20 and Section 1.21 of the Plan. The
new Section 1.20A shall read as follows:
"Sec. 1-20A. SSI Plans. "SSI Plans" means the Silicon
Systems, Inc. Incentive Stock Plan, effective July 14, 1995
and as amended thereafter, and/or the Silicon Systems, Inc.
Phantom Stock Plan, effective April 1, 1993, and as amended
thereafter."
2. The following provisions are hereby added to Section 3.2(i), at
the end thereof:
"Additionally, commencing with elections effective for the
1999 Plan Year, if a Designated Employee holds an award of
incentive stock or phantom stock granted under the SSI
Plans, the Designated Employee may elect during the
Election Period to defer into a Deferred Compensation
Account no more than 90% of the proceeds otherwise payable
under the terms of the SSI Plans upon the redemption of
phantom stock or incentive stock under the SSI Plans by the
Designated Employee in the subsequent Plan Year. A
Participant's election to defer the receipt of redemption
proceeds under the SSI Plans for the succeeding Plan Year
is irrevocable and shall become effective as of the first
month of the Plan Year next following such Election Period.
Effective January 1, 1998, if a Designated Employee holds
an award of phantom stock under the SSI Plans, and the
phantom stock shares subject to the award will lapse due to
the passage of time after March 31, 1998, and on or before
December 31, 1998 (pursuant to the terms of paragraph 7 of
the SSI Plans), the Designated Employee may elect to defer
the proceeds of the exercise of such otherwise lapsing
phantom stock shares by electing on or before March 31,
1998, to defer into a Deferred Compensation Account no more
than 90% of the proceeds otherwise payable under the terms
of the SSI Plans upon the redemption of the phantom stock
that is subject to lapse in 1998 under the SSI Plans by the
Designated Employee. A Participant's election to defer the
receipt in 1998 of such proceeds under the SSI Plans must
be made on or before March 1, 1998, and shall be
irrevocable. If no election is made to redeem the phantom
stock subject to lapse, any deferral election to defer
proceeds shall be ineffective and such phantom stock shall
lapse in accordance with the provisions of the SSI Plans."
3. Except as amended by this First Amendment, the Company hereby
ratifies the Plan as last amended and restated effective
January 1, 1998.
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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