Texas Instruments Inc Sample Contracts

Texas Instruments Inc – UNDERWRITING AGREEMENT (March 11th, 2019)

If on the Closing Date any one or more of the Underwriters shall fail or refuse to purchase Offered Securities that it or they have agreed to purchase on such date, and the aggregate amount of Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Offered Securities to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount of Offered Securities set forth opposite their respective names in the Underwriting Agreement bears to the aggregate amount of Offered Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Manager may specify, to

Texas Instruments Inc – TEXAS INSTRUMENTS 2018 DIRECTOR COMPENSATION PLAN (August 2nd, 2018)
Texas Instruments Inc – UNDERWRITING AGREEMENT (June 8th, 2018)

If on the Closing Date any one or more of the Underwriters shall fail or refuse to purchase Offered Securities that it or they have agreed to purchase on such date, and the aggregate amount of Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Offered Securities to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount of Offered Securities set forth opposite their respective names in the Underwriting Agreement bears to the aggregate amount of Offered Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Manager may specify, to

Texas Instruments Inc – TEXAS INSTRUMENTS INCORPORATED Officers’ Certificate June 8, 2018 (June 8th, 2018)

Reference is made to the Indenture dated as of May 23, 2011 (the “Indenture”) by and between Texas Instruments Incorporated (the “Issuer”) and U.S. Bank National Association, as trustee (the “Trustee”). The Trustee is the trustee for any and all securities issued under the Indenture. Pursuant to Section 2.04(c) of the Indenture, the undersigned officers do hereby certify, in connection with the issuance of $200,000,000 aggregate principal amount of 4.150% Notes due 2048 (the “Additional Notes” and, together with the Existing Notes (as defined below), the “Notes”), that (i) the form and terms of the Notes have been established pursuant to Section 2.01 and Section 2.03 of the Indenture and comply with the Indenture, and (ii) the terms of the Notes are as follows:

Texas Instruments Inc – UNDERWRITING AGREEMENT (May 7th, 2018)

If on the Closing Date any one or more of the Underwriters shall fail or refuse to purchase Offered Securities that it or they have agreed to purchase on such date, and the aggregate amount of Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Offered Securities to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount of Offered Securities set forth opposite their respective names in the Underwriting Agreement bears to the aggregate amount of Offered Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Manager may specify, to

Texas Instruments Inc – UNDERWRITING AGREEMENT (November 3rd, 2017)

If on the Closing Date any one or more of the Underwriters shall fail or refuse to purchase Offered Securities that it or they have agreed to purchase on such date, and the aggregate amount of Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Offered Securities to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount of Offered Securities set forth opposite their respective names in the Underwriting Agreement bears to the aggregate amount of Offered Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Manager may specify, to

Texas Instruments Inc – UNDERWRITING AGREEMENT (May 4th, 2017)

We (the “Underwriters”) understand that Texas Instruments Incorporated, a Delaware corporation (the “Company”), proposes to issue and sell $300,000,000 principal amount of the 2.750% Notes due 2021 (the “2021 Notes”) and $300,000,000 principal amount of the 2.625% Notes due 2024 (the “2024 Notes” and, together with the 2021 Notes, the “Offered Securities”) identified in Schedule I hereto, as more fully described in the Time of Sale Prospectus. The Offered Securities will be issued pursuant to an Indenture dated as of May 23, 2011, between the Company and U.S. Bank National Association, as trustee. The 2021 Notes will be a further issuance of and form a single series with the existing 2.750% Notes due 2021 issued by the Company on March 12, 2014. The 2021 Notes offered hereby will have the same terms (other than issue date, price to public and initial interest payment date) and will vote together as a single class, with the same CUSIP number as, and be fungible with, the existing 2.750%

Texas Instruments Inc – TEXAS INSTRUMENTS 2009 DIRECTOR COMPENSATION PLAN (February 23rd, 2017)
Texas Instruments Inc – Texas Instruments Incorporated Nonqualified Stock Option Agreement (Executive Officers) Form No. 2 2009 LTIP (February 23rd, 2017)

Your option is subject to the following terms and conditions, your acceptance of which is required before you can exercise the option.  As used below, “TI,” “the Company” and “the Option Date” have the meanings specified in Section 9.

Texas Instruments Inc – Texas Instruments Incorporated Restricted Stock Unit Award Agreement (Executive Officers) RSU Form No. 2 2009 LTIP (February 23rd, 2017)

Your award of restricted stock units (the “Award”) is subject to the following terms and conditions, your acceptance of which is required within 120 days of the Grant Date (as defined in Section 12 below).  Failure to accept this Agreement by such date will result in termination of the Award without any shares being issued.

Texas Instruments Inc – TEXAS INSTRUMENTS INCORPORATED BY-LAWS (December 12th, 2016)

meeting and, if the meeting be special, briefly, the purpose or purposes thereof. Except when expressly required by law, no publication of any notice of a meeting of the stockholders shall be required; and except when expressly required by law, no notice of any adjourned meeting of the stockholders of the Corporation need be given.

Texas Instruments Inc – UNDERWRITING AGREEMENT (May 6th, 2016)

If on the Closing Date any one or more of the Underwriters shall fail or refuse to purchase Offered Securities that it or they have agreed to purchase on such date, and the aggregate amount of Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Offered Securities to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount of Offered Securities set forth opposite their respective names in the Underwriting Agreement bears to the aggregate amount of Offered Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Manager may specify, to

Texas Instruments Inc – TEXAS INSTRUMENTS 2009 LONG-TERM INCENTIVE PLAN As amended effective April 21, 2016 (May 4th, 2016)
Texas Instruments Inc – TI DEFERRED COMPENSATION PLAN (February 24th, 2016)

Texas Instruments Incorporated, a Delaware corporation with its principal offices in Dallas, Texas (hereinafter referred to as “TI” or “the Company”), froze the TI Deferred Compensation Plan (the “Frozen DCP”), effective as of December 31, 2004, to new participants, to new elective deferrals and to benefits under the Frozen DCP to the extent benefits under that plan were earned and vested as of that date. Effective as of January 1, 2005, TI established a new deferred compensation plan (the “New Plan”) in order (i) to provide a select group of management or highly compensated employees described in Section 201(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) with the opportunity to defer payment of certain compensation and benefits earned from and after January 1, 2005 to a later date, (ii) to provide for the payment of benefits under the Frozen DCP which were not earned and vested as of January 1, 2005, and (iii) to restore certain benefits earned and/or

Texas Instruments Inc – Ti EMPLOYEES non-qualified Pension Plan (February 24th, 2016)

TEXAS INSTRUMENTS INCORPORATED, a Delaware corporation with its principal offices in Dallas, Texas (hereinafter referred to as “TI” or “the Company”) established the TI Supplemental Pension Plan in order to provide a select group of management or highly compensated employees described in Section 201(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) with the opportunity to restore certain benefits which cannot be provided under the TI Employees Pension Plan as a result of (i) deferral of compensation under the TI Deferred Compensation Plan or (ii) the application of Section 401(a)(17) and/or Section 415 of the Internal Revenue Code of 1986, as amended (the “Code”).  With respect to benefits or contributions lost under the TI Employees Pension Plan by reason of the operation of Section 415 of the Code, the TI Supplement Pension Plan is intended to constitute an “excess benefit plan”, as defined in Section 3 of ERISA, that is exempt from the provisions of ERI

Texas Instruments Inc – TI EMPLOYEES NON-QUALIFIED PENSION PLAN II (EFFECTIVE JANUARY 1, 2009) (February 24th, 2016)

TEXAS INSTRUMENTS INCORPORATED, a Delaware corporation with its principal offices in Dallas, Texas (hereinafter referred to as “TI” or “the Company”), froze the TI Employees Supplemental Pension Plan (the “Frozen Plan”), effective as of December 31, 2004, to the extent benefits under that plan were earned and vested as of that date, and continued said plan in accordance with its terms, to provide for the payment of the benefits which were earned, vested and frozen as of December 31, 2004. Subsequently, TI changed the name of the Frozen Plan to the TI Employees Non-Qualified Pension Plan.

Texas Instruments Inc – UNDERWRITING AGREEMENT (May 6th, 2015)

If on the Closing Date any one or more of the Underwriters shall fail or refuse to purchase Offered Securities that it or they have agreed to purchase on such date, and the aggregate amount of Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Offered Securities to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount of Offered Securities set forth opposite their respective names in the Underwriting Agreement bears to the aggregate amount of Offered Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Manager may specify, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the amount of Offered Securities that any Underwriter has

Texas Instruments Inc – TEXAS INSTRUMENTS 2003 LONG-TERM INCENTIVE PLAN As Amended October 16, 2008 (February 24th, 2015)
Texas Instruments Inc – TEXAS INSTRUMENTS 2000 LONG-TERM INCENTIVE PLAN As Amended October 16, 2008 (February 24th, 2015)
Texas Instruments Inc – TEXAS INSTRUMENTS 2003 DIRECTOR COMPENSATION PLAN (February 24th, 2015)
Texas Instruments Inc – TEXAS INSTRUMENTS 2009 LONG-TERM INCENTIVE PLAN (February 24th, 2015)
Texas Instruments Inc – TI DEFERRED COMPENSATION PLAN (Effective January 1, 2009) (February 24th, 2015)

Texas Instruments Incorporated, a Delaware corporation with its principal offices in Dallas, Texas (hereinafter referred to as “TI” or “the Company”), froze the TI Deferred Compensation Plan (the “Frozen DCP”), effective as of December 31, 2004, to new participants, to new elective deferrals and to benefits under the Frozen DCP to the extent benefits under that plan were earned and vested as of that date. Effective as of January 1, 2005, TI established a new deferred compensation plan (the “New Plan”) in order (i) to provide a select group of management or highly compensated employees described in Section 201(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) with the opportunity to defer payment of certain compensation and benefits earned from and after January 1, 2005 to a later date, (ii) to provide for the payment of benefits under the Frozen DCP which were not earned and vested as of January 1, 2005, and (iii) to restore certain benefits earned and/or

Texas Instruments Inc – TI EMPLOYEES NON-QUALIFIED PENSION PLAN II (EFFECTIVE JANUARY 1, 2009) (February 24th, 2015)

TEXAS INSTRUMENTS INCORPORATED, a Delaware corporation with its principal offices in Dallas, Texas (hereinafter referred to as “TI” or “the Company”), froze the TI Employees Supplemental Pension Plan (the "Frozen Plan"), effective as of December 31, 2004, to the extent benefits under that plan were earned and vested as of that date, and continued said plan in accordance with its terms, to provide for the payment of the benefits which were earned, vested and frozen as of December 31, 2004. Subsequently, TI changed the name of the Frozen Plan to the TI Employees Non-Qualified Pension Plan.

Texas Instruments Inc – UNDERWRITING AGREEMENT (March 12th, 2014)

If on the Closing Date any one or more of the Underwriters shall fail or refuse to purchase Offered Securities that it or they have agreed to purchase on such date, and the aggregate amount of Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Offered Securities to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount of Offered Securities set forth opposite their respective names in the Underwriting Agreement bears to the aggregate amount of Offered Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Manager may specify, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the amount of Offered Securities that any Underwriter has

Texas Instruments Inc – UNDERWRITING AGREEMENT (May 8th, 2013)

If on the Closing Date any one or more of the Underwriters shall fail or refuse to purchase Offered Securities that it or they have agreed to purchase on such date, and the aggregate amount of Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Offered Securities to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount of Offered Securities set forth opposite their respective names in the Underwriting Agreement bears to the aggregate amount of Offered Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Manager may specify, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the amount of Offered Securities that any Underwriter has

Texas Instruments Inc – TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES INDEX TO EXHIBIT (May 3rd, 2013)

Schedules have been omitted because the required information is not present or not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements or the notes thereto.

Texas Instruments Inc – Texas Instruments Incorporated Nonqualified Stock Option Agreement (Executive Officers) Form No. 2 2009 LTIP (February 22nd, 2013)

Your option is subject to the following terms and conditions, your acceptance of which is required before you can exercise the option. As used below, “TI,” “the Company” and “the Option Date” have the meanings specified in Section 9.

Texas Instruments Inc – Texas Instruments Incorporated Restricted Stock Unit Award Agreement (Executive Officers) RSU Form No. 2 2009 LTIP (February 22nd, 2013)

Your award of restricted stock units (the “Award”) is subject to the following terms and conditions, your acceptance of which is required within 120 days of the Grant Date (as defined in Section 12 below). Failure to accept this Agreement by such date will result in termination of the Award without any shares being issued.

Texas Instruments Inc – TI reports financial results for 4Q12 and 2012 Conference call on TI website at 4:30 p.m. Central time today (January 22nd, 2013)

DALLAS (Jan. 22, 2013) – Texas Instruments Incorporated (TI) (NASDAQ: TXN) today announced fourth-quarter revenue of $2.98 billion, net income of $264 million and earnings per share of 23 cents.

Texas Instruments Inc – AMENDMENT NO. 2 TO THE TI DEFERRED COMPENSATION PLAN (EFFECTIVE JANUARY 1, 2009) (November 2nd, 2012)

TEXAS INSTRUMENTS INCORPORATED, a Delaware corporation, pursuant to the authority granted in Section 6-1 of the TI Deferred Compensation Plan (Effective January 1, 2009) (the "Plan"), does hereby amend the Plan, effective as of August 1, 2012, as follows:

Texas Instruments Inc – UNDERWRITING AGREEMENT (August 6th, 2012)

If on the Closing Date any one or more of the Underwriters shall fail or refuse to purchase Offered Securities that it or they have agreed to purchase on such date, and the aggregate amount of Offered Securities which such defaulting Underwriter or Underwriters

Texas Instruments Inc – THIRD AMENDMENT TO TI SUPPLEMENTAL PENSION PLAN (February 24th, 2012)

TEXAS INSTRUMENTS INCORPORATED, a Delaware corporation with its principal offices in Dallas, Texas (hereinafter referred to as “TI” or the “Company”) hereby adopts this Third Amendment to the TI Supplemental Pension Plan, which was amended and restated in the entirety effective as of January 1, 1998. Thereafter the Plan was amended by a First Amendment, effective as of January 1, 1998, and a Second amendment, effective as of July 1, 2001.

Texas Instruments Inc – TEXAS INSTRUMENTS LONG-TERM INCENTIVE PLAN As Adopted April 15, 1993 (February 24th, 2012)
Texas Instruments Inc – SECOND AMENDMENT TO TI SUPPLEMENTAL PENSION PLAN (February 24th, 2012)

TEXAS INSTRUMENTS INCORPORATED, a Delaware corporation with its principal offices in Dallas, Texas (hereinafter referred to as “TI” or the “Company”) hereby adopts this Second Amendment to the TI Supplemental Pension Plan, which was amended and restated in the entirety effective as of January 1, 1998. Thereafter the Plan was amended by a First Amendment, effective as of January 1, 1998.

Texas Instruments Inc – TEXAS INSTRUMENTS RESTRICTED STOCK UNIT PLAN FOR DIRECTORS As Amended April 16, 1998 (February 24th, 2012)