Texas Instruments (TXN)

Awards

Subject to the Committee’s discretion to reduce such awards, each covered employee shall be entitled to an award for each performance year equal to 0.5% of the Company’s consolidated income from continuing operations before (i) provision for income taxes, (ii) awards under the Plan, (iii) any pretax gain or loss exceeding $25 million recognized for the year related to divestiture of a business and (iv) any write-off of in process research and development expenses exceeding $25 million associated with an acquisition, as determined and reported to the Committee by TI’s independent auditors (“Consolidated Income”).

An individual who becomes an executive officer after March 30 and on or before October 1 of a performance year shall be entitled to a prorated award for that performance year which shall be 0.5% of the Company’s Consolidated Income, as defined above, for such performance year multiplied by a fraction, the numerator of which is the number of complete calendar quarters of such year following the date on which the individual becomes an executive officer and the denominator of which is 4. Such prorated award shall be subject to the Committee’s discretion to reduce awards.

Awards

Subject to the Committee’s discretion to
reduce such awards, each covered employee shall be entitled to an award for each
performance year equal to 0.5% of the Company’s consolidated income from
continuing operations before (i) provision for income taxes, (ii) awards under
the Plan, (iii) any pretax gain or loss exceeding $25 million recognized for the
year related to divestiture of a business and (iv) any write-off of in process
research and development expenses exceeding $25 million associated with an
acquisition, as determined and reported to the Committee by TI’s independent
auditors (“Consolidated Income”).

An individual who becomes an executive
officer after March 30 and on or before October 1 of a performance year shall be
entitled to a prorated award for that performance year which shall be 0.5% of
the Company’s Consolidated Income, as defined above, for such performance year
multiplied by a fraction, the numerator of which is the number of complete
calendar quarters of such year following the date on which the individual
becomes an executive officer and the denominator of which is 4. Such prorated
award shall be subject to the Committee’s discretion to reduce awards.