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 27 117K
2: EX-10 Ex-10(A)(Iv) 1 7K
3: EX-10 Ex-10(I) 6± 23K
4: EX-11 Statement re: Computation of Earnings Per Share 2± 8K
5: EX-12 Statement re: Computation of Ratios 1 6K
6: EX-21 Subsidiaries of the Registrant 2± 11K
7: EX-23 Consent of Experts or Counsel 1 9K
EX-10 — Ex-10(I)
TEXAS INSTRUMENTS
STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
As Adopted April 16, 1998 and Amended November 30, 2000
The purpose of the Texas Instruments Stock Option Plan for Non-Employee
Directors (the "Plan") is to increase the proprietary and vested
interest of the non-employee directors of Texas Instruments Incorporated
(the "Company") in the growth and performance of the Company by granting
such directors options to purchase shares of the common stock of the
Company, $1.00 par value ("Shares").
Section 1. Administration.
The Plan shall be administered by the Secretary of the Company (the
"Secretary"). Subject to the provisions of the Plan, the Secretary
shall have full power and authority to construe, interpret and
administer the Plan. The Secretary may issue rules and regulations for
administration of the Plan. All decisions of the Secretary shall be
final, conclusive and binding upon all parties, including the Company,
the stockholders and the directors. In the event of the absence or
inability of the Secretary, any Assistant Secretary shall have the
authority to act in his place.
Subject to the terms of the Plan and applicable law, the Secretary
shall have full power and authority to: (i) interpret and administer the
Plan and any instrument or agreement relating to, or options to purchase
common stock of the Company granted under, the Plan; (ii) establish
amend, suspend or waive such rules and regulations and appoint such
agents as the Secretary shall deem appropriate for the proper
administration of the Plan; and (iii) make any other determination and
take any other action that the Secretary deems necessary or desirable
for the administration of the Plan.
Section 2. Eligibility.
A member of the Board of Directors of the Company (the "Board") who
is not an employee of the Company or its subsidiaries shall be eligible
for grant of options under the Plan ("Eligible Director"). Any holder
of an option granted hereunder shall hereinafter be referred to as a
"Participant."
Section 3. Shares Subject to the Plan.
The Shares deliverable upon the exercise of options will be made
available from treasury Shares.
Section 4. Option Grants.
Each individual who is an Eligible Director will be granted an
option to purchase 10,000 Shares as of the date of each regular January
meeting of the Compensation Committee of the Board or any successor
committee (the "Compensation Committee") following the effective date of
the Plan or, if no such January meeting is held, as of the date of the
first meeting of the Compensation Committee during a calendar year. The
options granted will be nonstatutory stock options not intended to
qualify under Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code") and shall have the following terms and conditions:
(a) Price. The Purchase price per share of Shares
deliverable upon the exercise of each option shall be
100% of the Fair Market Value per share of the Shares
on the date the option is granted. For purposes of
this Plan, Fair Market Value shall be determined to be
equal to the simple average of the high and low prices
of the Shares on the date of grant (or, if there is no
trading on the New York Stock Exchange on such date,
then on the first previous date on which there is such
trading) as reported in "New York Stock Exchange
Composite Transactions" in "The Wall Street Journal,"
rounded upward to the next whole cent if such Fair
Market Value should include a fraction of a cent.
(b) Payment. The Secretary shall determine the method or
methods by which, and the form or forms, including,
without limitation, cash, Shares, 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 to an option may be made or deemed to have
been made.
(c) Exercisability and Term of Options. Subject to
Section 4(d), options shall become exercisable in four
equal annual installments commencing on the first
anniversary date of the grant, provided the holder of
such option remains an Eligible Director until such
anniversary date, and shall be exercisable through the
tenth anniversary date of the grant.
(d) Termination of Service as Eligible Director. The
effect of a Participant's termination of service as a
director of the Company shall be as follows:
(i) Termination for cause: All outstanding options
held by the Participant shall be canceled
immediately upon termination.
(ii) Death: All outstanding options held by
the Participant shall continue to full term,
becoming exercisable in accordance with
Section 4(c), and shall be exercisable by such
Participant's heirs.
(iii) Permanent disability: All outstanding
options held by the Participant shall continue
to full term, becoming exercisable in accordance
with Section 4(c).
(iv) Termination after 8 years of service: All
outstanding options held by the Participant
shall continue to full term, becoming
exercisable in accordance with Section 4(c),
except that any option granted within less than
six months prior to termination shall be
cancelled immediately upon termination.
(v) Termination by reason of ineligibility to stand
for reelection under the Company's by-laws:
All outstanding options held by the Participant
shall continue to full term, becoming
exercisable in accordance with Section 4(c).
(iv) Other: For any termination other than those
specified above, all outstanding options held
by the Participant shall be exercisable for 30
days after the date of termination, only to the
extent that such options were exercisable on
the date of termination, except as follows:
(A) If the Participant dies within 30 days
after his or her termination, then such
Participant's heirs may exercise the
options for a period of up to one year
after the Participant's death, but only
to the extent any unexercised portion was
exercisable on the date of termination.
(B) If the Participant's termination occurs
within 30 days before the effective date
of a Change in Control (as defined in
Section 6), then the Change in Control
will be deemed to have occurred first and
the options shall be exercisable in
accordance with Section 4(c).
(e) Non-transferability of Options. No option shall be
transferable by a Participant except by will or by the
laws of descent and distribution, and during the
Participant's lifetime may be exercised only by
Participant or, if permissible under applicable law,
by the Participant's legal guardian or representative.
(f) Option Agreement. Each option granted hereunder shall
be evidenced by an agreement with the Company which
shall contain the terms and provisions set forth
herein and shall otherwise be consistent with the
provisions of the Plan.
Section 5. Adjustment of and Changes in Shares.
In the event that the Secretary shall determine 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 determined by the
Secretary to be appropriate in order to prevent dilution or enlargement
of the benefits or potential benefits intended to be made available
under the Plan, then the Secretary shall, in such manner as he or she
may deem equitable, adjust any or all of (a) the number and type of
Shares subject to outstanding options, and (b) the exercise price with
respect to any option or, if deemed appropriate, make provision for a
cash payment to the holder of an outstanding option; provided, however,
that no fractional Shares shall be issued or outstanding hereunder.
Notwithstanding any such corporate transaction or event, no adjustment shall be
made in the number of Shares subject to options to be granted after the
occurrence of any such corporate transaction or event.
Section 6. Change of Control.
The provisions of Section 4(c) shall not apply and options
outstanding under the Plan shall be exercisable in full if a Change in
Control occurs. Change in Control means an event when (a) any Person,
alone or together with its Affiliates and Associates or otherwise, shall
become an Acquiring Person otherwise than pursuant to a transaction or
agreement approved by the Board of Directors of the Company prior to the
time the Acquiring Person became such, or (b) a majority of the Board of
Directors of the Company shall change within any 24-month period unless
the election or the nomination for election by the Company's
stockholders of each new director has been approved by a vote of at
least a majority of the directors then still in office who were
directors at the beginning of the period. For the purposes hereof, the
terms Person, Affiliates, Associates and Acquiring Person shall have the
meanings given to such terms in the Rights Agreement dated as of
June 17, 1988 between the Company and Harris Trust and Savings Bank,
successor in interest to First Chicago Trust Company of New York,
(formerly Morgan Shareholder Services Trust Company), as in effect on
the date hereof; provided, however, that if the percentage employed in
the definition of Acquiring Person is reduced hereafter from 20% in such
Rights Agreement, then such reduction shall also be applicable for the
purposes hereof.
Section 7. No Rights of Stockholders.
Neither a Participant nor a Participant's legal representative
shall be, or have any of the rights and privileges of, a stockholder of
the Company in respect of any shares purchasable upon the exercise of
any option, in whole or in part, unless and until certificates for such
shares shall have been issued.
Section 8. Plan Amendments.
The Board may amend, alter, suspend, discontinue or terminate the
Plan without the consent of any stockholder or Participant or other
person: provided, however, that no such action shall impair the rights
under any option theretofore granted under the Plan and that,
notwithstanding any other provision of the Plan or any option agreement,
no such amendment, alteration, suspension, discontinuation or
termination shall be made that would permit options to be granted with a
per Share exercise price of less than the Fair Market Value of a Share
on the date of grant thereof.
Section 9. Effective Date.
The Plan shall become effective on April 16, 1998. The Plan shall
terminate April 16, 2003 unless the Plan is extended or terminated at an
earlier date.
Section 10. No Limit on Other Compensation Arrangements.
Nothing contained in the Plan shall prevent the Company from
adopting or continuing in effect other or additional compensation
arrangements, and such arrangements may be either generally applicable
or applicable only in specific cases.
Section 11. Governing Law.
The validity, construction, and effect of the Plan and any rules and
regulations relating to the Plan shall be determined in accordance with
the laws of the State of Delaware and applicable Federal law.
Section 12. Severability.
If any provision of the Plan or any option is or becomes or is
deemed to be invalid, illegal, or unenforceable in any jurisdiction, or
as to any person or option, or would disqualify the Plan or any option
under any law deemed applicable by the Board, such provision shall be
construed or deemed amended to conform to applicable laws, or if it
cannot be so construed or deemed amended without, in the determination
of the Board, materially altering the intent of the Plan or the option,
such provision shall be stricken as to such jurisdiction, person or
option, and the remainder of the Plan and any such option shall remain
in full force and effect.
Section 13. No Right to Continued Board Membership.
The grant of options shall not be construed as giving a participant
the right to be retained as a director of the Company. The Board may at
any time fail or refuse to nominate a participant for election to the
Board, and the stockholders of the Company may at any election fail or
refuse to elect any participant to the Board free from any liability or
claim under this Plan or any options.
Section 14. No Trust or Fund Created.
Neither the Plan nor any options shall create or be construed to
create a trust or separate fund of any kind or a fiduciary relationship
between the Company and a participant or any other person. To the
extent that any person acquires a right to receive options, or Shares
pursuant to options, from the Company pursuant to this Plan, such right
shall be no greater than the right of any unsecured general creditor of
the Company.
Dates Referenced Herein and Documents Incorporated by Reference
| This ‘10-K405’ Filing | | Date | | Other Filings |
|---|
| |  |
| | 4/16/03 |
| Filed as of: | | 2/28/01 |
| Filed on: | | 2/27/01 | | DEF 14A |
| For Period End: | | 12/31/00 |
| | 11/30/00 | | 424B4 |
| | 4/16/98 |
| List all Filings |
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