Exhibit 10(e)
TEXAS INSTRUMENTS 2000 LONG-TERM INCENTIVE
PLAN
As Amended October 16, 2008
S ECTION 1.
Purpose.
The Texas Instruments 2000 Long-Term Incentive
Plan is designed to enhance the ability of the Company to attract
and retain exceptionally qualified individuals and to encourage
them to acquire a proprietary interest in the growth and
performance of the Company.
S ECTION 2.
Definitions.
As
used in the Plan, the following terms shall have the meanings set
forth below:
(a) “ Affiliate ” shall mean
(i) any entity that, directly or indirectly, is controlled by the
Company or (ii) any entity in which the Company has a significant
equity interest, in either case as determined by the
Committee.
(b) “ Award ” shall mean any
Option, award of Restricted Stock, Restricted Stock Unit,
Performance Unit or Other Stock-Based Award granted under the
Plan.
(c) “ Award Agreement ” shall
mean any written agreement, contract or other instrument or
document evidencing any Award granted under the Plan, which may,
but need not, be executed or acknowledged by a
Participant.
(d) “ Board ” shall mean the
board of directors of the Company.
(e) “ Cash Flow ” for a
period shall mean net cash provided by operating activities as
determined by the Company’s independent auditors in
accordance with Generally Accepted Accounting Principles (GAAP) and
reported to the Committee.
(f) “ Change of Control ”
shall mean the first to occur of:
(i) an individual, corporation, partnership,
group, associate or other entity or person, as such term is defined
in Section 14(d) of the Securities Exchange Act of 1934 (the
“Exchange Act”), other than the Company or any employee
benefit plan(s) sponsored by the Company, is or becomes the
“beneficial owner” (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of 30% or more of the
combined voting power of the Company’s outstanding securities
ordinarily having the right to vote at elections of
directors;
(ii) individuals who constitute the Board of
Directors of the Company on the effective date of the Plan (the
“Incumbent Board”) cease for any reason to constitute
at least a majority thereof, provided that any Approved Director,
as hereinafter defined, shall be, for purposes of this subsection
(ii), considered as though such person were a member of the
Incumbent Board. An “Approved Director,” for purposes
of this subsection (ii), shall mean any person becoming a director
subsequent to the effective date of the Plan whose election, or
nomination for election by the Company’s stockholders, was
approved by a vote of at least three-quarters of the directors
comprising the Incumbent Board (either by a specific vote or by
approval of the proxy statement of the Company in which such person
is named as a nominee of the Company for director), but shall not
include any such individual whose initial assumption of office
occurs as a result of either an actual or threatened election
contest (as such terms are used in Rule 14a-11 of Regulation 14A
promulgated under the Exchange Act) or other actual or threatened
solicitation of proxies or consents by or on behalf of an
individual, corporation, partnership, group, associate or other
entity or person other than the Board;
(iii) the approval by the stockholders of the
Company of a plan or agreement providing (A) for a merger or
consolidation of the Company other than with a wholly-owned
subsidiary and other than a merger or consolidation that would
result in the voting securities of the Company outstanding
immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities
of the surviving entity) more than 65% of the combined voting power
of the voting securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation, or (B)
for a sale, exchange or other disposition of all or substantially
all of the assets of the Company. If any of the events enumerated
in this subsection (iii) occurs, the Committee shall determine the
effective date of the Change of Control resulting therefrom for
purposes of the Plan;
(iv) In addition to the events described in
subsections (i), (ii) and (iii), it shall be a “Change of
Control” for purposes hereof for any Participant principally
employed in the business of a Designated Business Unit, as
hereinafter defined, if an event described in subsections (i), (ii)
or (iii) shall occur, except that for purposes of this subsection
(iv), references in such subsections to the “Company”
shall be deemed to refer to the Designated Business Unit in the
business of which the Participant is principally employed. A Change
in Control described in this subsection (iv) shall apply only to a
Participant employed principally by the affected Designated
Business Unit. For purposes of this subsection (iv),
“Designated Business Unit” shall mean any business down
to the SBE minus 2 level sold by the Company in which the Company
does not retain an equity interest and any other business unit
identified as a Designated Business Unit by the Committee from time
to time.
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(g) “ Code ” shall mean the
Internal Revenue Code of 1986, as amended from time to
time.
(h) “ Committee ” shall mean a
committee of the Board designated by the Board to administer the
Plan. Unless otherwise determined by the Board, the Compensation
Committee designated by the Board shall be the Committee under the
Plan.
(i) “ Company ” shall mean Texas
Instruments Incorporated, together with any successor
thereto.
(j) “ Cycle Time Improvement ”
shall mean a reduction of the actual time a specific process
relating to a product or service of the Company takes to
accomplish.
(k) “ Earnings Before Income Taxes,
Depreciation and Amortization (EBITDA) ” shall mean net
income from continuing operations plus (a) provision for income
taxes, (b) depreciation expense and (c) amortization expense as
determined by the Company’s independent auditors in
accordance with GAAP and reported to the Committee.
(l) “ Earnings Per Share ” for a
period shall mean diluted earnings per common share from continuing
operation before extraordinary items as determined by the
Company’s independent auditors in accordance with GAAP and
reported to the Committee.
(m) “ Executive Group ” shall
mean every person who is expected by the Committee to be both (i) a
“covered employee” as defined in Section 162(m) of the
Code as of the end of the taxable year in which payment of the
Award may be deducted by the Company, and (ii) the recipient of
compensation of more than $1,000,000 for that taxable
year.
(n) “ Fair Market Value ” shall
mean, with respect to any property (including, without limitation,
any Shares or other securities) the fair market value of such
property determined by such methods or procedures as shall be
established from time to time by the Committee.
(o) “ Incentive Stock Option ”
shall mean an option granted under Section 6 that is intended to
meet the requirements of Section 422 of the Code, or any successor
provision thereto.
(p) “ Manufacturing Process Yield
” shall mean the good units produced as a percent of the
total units processed.
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(q) “ Market Share ” shall mean
the percent of sales of the total available market in an industry,
product line or product attained by the Company or one of its
business units during a time period.
(r) “ Net Revenue Per Employee ”
in a period shall mean net revenue divided by the average number of
employees of the Company, with average defined as the sum of the
number of employees at the beginning and ending of the period
divided by two.
(s) “ Non-Qualified Stock Option
” shall mean an option granted under Section 6 that is not
intended to be an Incentive Stock Option.
(t) “ Option ” shall mean an
Incentive Stock Option or a Non-Qualified Stock Option.
(u) “ Other Stock-Based Award ”
shall mean any right granted under Section 9.
(v) “ Participant ” shall mean an
individual granted an Award under the Plan.
(w) “ Performance Unit ” shall
mean any right granted under Section 8.
(x) “ Plan ” shall mean this
Texas Instruments 2000 Long-Term Incentive Plan.
(y) “ Profit from Operations ”
for a period shall mean the profit from operations as determined by
the Company’s independent auditors in accordance with GAAP
and reported to the Committee.
(z) “ Profit from Operations Dollar
Growth ” for a period shall mean the percentage change of
profit from operations from one period to another as determined by
the Company’s independent auditors in accordance with GAAP
and reported to the Committee.
(aa) “ Profit from Operations Percentage
Growth ” for a period shall mean the percentage change of
profit from operations as a percent of revenue from one period to
another as determined by the Company’s independent auditors
in accordance with GAAP and reported to the Committee.
(bb) “ Restricted Stock ” shall
mean any Share granted under Section 7.
(cc) “ Restricted Stock Unit ”
shall mean a contractual right granted under Section 7 that is
denominated in Shares, each of which represents a right to receive
the value of a Share (or a percentage of such value, which
percentage may be higher than 100%) upon the terms and conditions
set forth in the Plan and the applicable Award
Agreement.
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(dd) “ Return On Capital ” for a
period shall mean net income divided by stockholders’ equity
as determined by the Company’s independent auditors in
accordance with GAAP and reported to the Committee.
(ee) “ Return On Common Equity ”
for a period shall mean net income less preferred stock dividends
divided by total stockholders’ equity, less amounts, if any,
attributable to preferred stock.
(ff) “ Return On Net Assets ” for
a period shall mean net income less preferred stock dividends
divided by the difference of average total assets less average
non-debt liabilities, with average defined as the sum of assets or
liabilities at the beginning and ending of the period divided by
two.
(gg) “ Revenue Growth ” shall mean
the percentage change in revenue (as defined in Statement of
Financial Accounting Concepts No. 6, published by the Financial
Accounting Standards Board) from one period to another.
(hh) “ Shares ” shall mean shares
of the common stock of the Company, $1.00 par value.
(ii) “ Substitute Awards ” shall
mean Awards granted in assumption of, or in substitution for,
outstanding awards previously granted by a company acquired by the
Company or with which the Company combines.
(jj) “ Total Stockholder Return ”
shall mean the sum of the appreciation in the Company’s stock
price and dividends paid on the common stock of the Company over a
given period of time.
S ECTION 3.
Eligibility.
(a) Any individual who is employed by the
Company or any Affiliate, and any individual who provides services
to the Company or any Affiliate as an independent contractor,
including any officer or employee-director, shall be eligible to be
selected to receive an Award under the Plan.
(b) An individual who has agreed to accept
employment by, or to provide services to, the Company or an
Affiliate shall be deemed to be eligible for Awards hereunder as of
the date of such agreement.
(c) Directors who are not full-time or part-time
officers or employees are not eligible to receive Awards
hereunder.
(d) Holders of options and other types of Awards
granted by a company acquired by the Company or with which the
Company combines are eligible for grant of Substitute Awards
hereunder in connection with such acquisition or combination
transaction.
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S ECTION 4.
Administration.
(a) The Plan shall be administered by the
Committee. The Committee shall be appointed by the Board and shall
consist of not less than three directors. The Board may designate
one or more directors as alternate members of the Committee who may
replace any absent or disqualified member at any meeting of the
Committee. No member or alternate member of the Committee shall be
eligible, while a member or alternate member, for participation in
the Plan. A director may serve as a member or alternate member of
the Committee only during periods in which a director is an
“outside director” as described in Section 162(m) of
the Code. The Committee may issue rules and regulations for
administration of the Plan. It shall meet at such times and places
as it may determine. A majority of the members of the Committee
shall constitute a quorum.
(b) Subject to the terms of the Plan and
applicable law, the Committee shall have full power and authority
to: (i) designate Participants; (ii) determine the type or types of
Awards (including Substitute Awards) to be granted to each
Participant under the Plan; (iii) determine the number of Shares to
be covered by (or with respect to which payments, rights, or other
matters are to be calculated in connection with) Awards; (iv)
determine the terms and conditions of any Award; (v) determine
whether, to what extent, and under what circumstances Awards may be
settled or exercised in cash, Shares, other securities, other
Awards, or other property, or canceled, forfeited or suspended, and
the method or methods by which Awards may be settled, exercised,
canceled, forfeited or suspended; (vi) determine, consistent with
Section 10(h), whether, to what extent, and under what
circumstances cash, Shares, other securities, other Awards, other
property, and other amounts payable with respect to an Award under
the Plan shall be deferred either automatically or at the election
of the holder thereof or of the Committee; (vii) interpret and
administer the Plan and any instrument or agreement relating to, or
Award made under, the Plan; (viii) establish, amend, suspend or
waive such rules and regulations and appoint such agents as it
shall deem appropriate for the proper administration of the Plan;
(ix) determine whether and to what extent Awards should comply or
continue to comply with any requirement of statute or regulation;
and (x) make any other determination and take any other action that
the Committee deems necessary or desirable for the administration
of the Plan.
(c) All decisions of the Committee shall be
final, conclusive and binding upon all parties, including the
Company, the stockholders and the Participants.
S ECTION 5.
Shares Available for Awards.
(a) Subject to adjustment as provided below, the
number of Shares available for issuance under the Plan shall be
60,000,000 shares, plus any Shares remaining available for grant of
awards under the Company’s 1996 Long-Term Incentive Plan on
the effective date of the Plan. Notwithstanding the foregoing and
subject to adjustment as provided in Section 5(e), (i) no
Participant may receive Options and stock appreciation rights under
the P
