Exhibit 10(q)
Separation Agreement and General
Release
This Separation Agreement and
General Release (“Agreement”) is entered into and
effective as of January 23, 2007 (the “Effective
Date”), between Texas Instruments Incorporated
(“TI”) and Gilles Delfassy (“Executive”),
sometimes referred to collectively herein as the
“parties.”
This Agreement is made in
consideration of the parties’ mutual desire to amicably
terminate their employment relationship and the parties’
recognition of TI’s need to protect its legitimate business
interests including its confidential information and trade secrets,
business strategy, public image, market share, business
relationships, customer information and goodwill. In consideration
of the mutual promises set out in this Agreement and for other good
and valuable consideration, TI and Executive agree as
follows:
In exchange for the promises
contained in this Agreement and release of claims as set forth
below, TI will provide Executive the following:
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a.
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Paid Leave of
Absence (“LOA”) status for one year beginning
August 1, 2007. The paid LOA period will begin August 1,
2007 and continue through July 31, 2008. Executive will then
be placed on an unpaid LOA period beginning August 1, 2008 and
continuing until July 22, 2010 when Executive reaches age 55
(“Bridge to Retirement”) with sufficient service to TI
to be retired. Executive will retire from TI on that date.
Executive’s status as an employee of TI is continued through
the LOA period.
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b.
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Continued
payment during the paid LOA of the base salary applicable to him as
of the Effective Date, which is thirty seven thousand five hundred
U.S. dollars ($37,500.00) per month, less applicable withholdings.
This pay is not “eligible earnings” for pension, profit
sharing, 401(k) Savings Plans, or deferred compensation. Executive
shall receive this pay in his regular paycheck cycles according to
his pay schedule. Direct deposit shall continue, online check stub
shall be cancelled, and check stubs shall be mailed to the home
address on file with TI. Executive will receive the full one-year
base salary; however Section 409A of the Internal Revenue Code
may require payment to be made differently than indicated above
(see Section 4(b) below).
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c.
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Certain benefits during the paid
and unpaid LOA, including: Medical (including EAP—employee
assistance program), Dental, Vision, Life, and AD&D (accidental
death & dismemberment) coverage and deductions continue
under the active plan and premium rate structure. Health Care and
Dependent Care
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Spending Account deductions and
401(k) loan deductions also continue during the paid LOA period,
but stop during the unpaid Bridge LOA period. Time Bank accruals,
deductions for 401(k) Savings Plans, and coverage and deductions
for DPC (disability pay continuance) and LTD (long-term disability)
end at the beginning of the paid LOA period. TI employment and
associated benefits are automatically terminated at the end of the
unpaid LOA. Upon termination of the unpaid LOA, Executive will be
eligible for extended health benefits or COBRA.
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d.
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Profit sharing,
if any, based on eligible earnings and distributed during the paid
LOA, less applicable withholdings. Executive’s eligible
earnings shall be the eligible earnings received from TI for active
employment between January 1, 2007 and July 31,
2007.
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e.
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Continuation of
outstanding stock options and restricted stock unit awards
according to the terms and conditions cited in the controlling
agreement(s) as such terms and conditions may be interpreted by the
Compensation Committee of TI’s Board of Directors. For the
purposes of such agreements, Executive shall remain an employee
during the paid and unpaid LOA. With specific reference to
Executive’s award of restricted stock units
(“RSUs”) granted on January 19, 2006, (the
“Award”) TI confirms that the terms and conditions of
the Award provide that the number of RSUs under the Award will be
reduced by 50 percent, and that Executive will receive as soon as
practicable after the vesting date specified in the Award one share
of TI common stock for each of the remaining RSUs, provided that
(a) the LOA (paid and unpaid) periods contemplated by this
Agreement occur, and (b) Executive complies with the terms and
conditions of this Agreement and of the Award.
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f.
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Consulting
services from Challenger Gray and Christmas for a period of one
year from the Effective Date.
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g.
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Reimbursement
for educational expenses of up to $25,000 incurred by executive
during the paid and unpaid LOA.
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After the Effective Date, TI will
not provide Executive performance bonuses, grants of stock options
or stock grants or other contingent or discretionary benefits or
income that TI might have provided to him if he were an active
employee.
In consideration of the promises
contained in this Agreement, Executive agrees as
follows.
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a.
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On behalf of himself, his heirs,
successors and assigns, and anyone claiming through him,
irrevocably and unconditionally to release, acquit and forever
discharge TI and/or its subsidiaries, divisions, predecessors,
successors and
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assigns, as well as their past
and present officers, directors, executives, shareholders,
trustees, joint venturers, partners, and anyone claiming through
them (hereinafter “Releases” collectively), in their
individual and/or corporate capacities, from any and all claims,
liabilities, promises, actions, damages and the like, known or
unknown, asserted or unasserted, arising prior to or existing at
the time of the execution of this Agreement which Executive had,
now has or may have against any of the Releases that arise out of
or relate to Executive’s employment with TI and/or the
termination of Executive’ employment with TI. Said claims
include, but are not limited to: (1) claims for employment
discrimination, harassment or retaliation arising under Title VII
of the Civil Rights Act of 1964, as amended, the Americans with
Disabilities Act, 42 U.S.C. sections 1981 and 1983, the Equal Pay
Act, the Texas Commission on Human Rights Act, Texas Labor Code
section 451 et seq., and/or any other relevant federal or
state statute, local law or municipal ordinance; (2) claims
arising under other federal or state employment statutes such as
the Family Medical Leave Act, the Occupational Safety and Health
Act, and section 510 of the Employee Retirement Income Security
Act; (3) claims for disputed wages, whether arising under
statutory or common-law, including those arising under the Texas
Labor Code; (4) cl
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