Specifically, we ask the shareowners to approve the following resolution:

 

 

 

1.		Our executive compensation program is designed to support long-term value creation, and a triennial vote will allow shareowners to better judge our executive compensation program in relation to our long-term performance. As described in the Compensation Discussion and Analysis section on page 63, one of the core principles of our executive compensation program is to ensure management’s interests are aligned with our shareowners’ interests. Accordingly, we grant stock awards with multi-year vesting periods to encourage our officers to focus on long-term performance, and in awarding bonuses, we consider the company’s three-year performance in addition to one-year performance. A triennial vote would allow our executive compensation programs to be evaluated over a similar time-frame and in relation to our long-term performance.
2.		The strategy and core components of our executive compensation program have been essentially unchanged for many years. We have a long history of fair and reasonable pay practices. We have an established record of paying for performance and aligning executives’ interests with those of shareowners (see the Compensation Discussion and Analysis on pages 62-72 of this proxy statement for details of our compensation practices). We have no plans to make material changes to the program.
3.		Management meets periodically with major shareowners to understand their views of company strategy, performance, governance and compensation practices. We will continue such engagement with our shareowners during the period between shareowner votes. We believe this outreach to shareowners, and our shareowners’ ability to contact us at any time to express specific views on executive compensation, hold us accountable and reduce the need for and value of more frequent advisory votes on executive compensation.

 

 

 

 

 

1

Please see our annual report on Form 10-K for 2010 for a discussion of our financial condition and results of operations for 2010. Total shareholder return refers to the percentage change in the value of a stockholder’s investment in a company over the relevant time period, as determined by dividends paid and the change in the company’s share price during the period. See page 68. Total compensation refers to the compensation resulting from the Compensation Committee’s decisions, as shown on page 69. For the Compensation Committee’s assessment of our 2010 performance for purposes of setting the named executive officers’ bonuses, see pages 67-69 below.

 

 

     The primary goal of the compensation program is to provide meaningful incentives that motivate executive officers to achieve profitable growth and deliver shareholder value. To achieve this goal, the committee has designed the compensation program to (1) pay for performance; and (2) deliver rewards in ways that encourage executives to think and act in both the near-term and long-term interests of our stockholders.

 

 

Element		Purpose		Strategy		Terms
Base salary		Basic, least variable form of compensation		Pay slightly below market median in order to weight total compensation to the performance-based elements described below in this chart.		Paid twice monthly
Profit sharing		Broad-based program designed to emphasize that each employee contributes to the company’s profitability and can share in it		Pay according to a formula that focuses employees on a company goal, and at a level that will affect behavior. Profit sharing is paid in addition to any performance bonus awarded for the year.      For the last six years, the formula has been based on company-level annual operating profit margin. The formula was set by the TI board. The committee’s practice has been not to adjust amounts earned under the formula.		Payable in a single cash payment shortly after the end of the performance year      As in recent years, the formula for 2010 was: Below 10% company-level annual operating profit as a percentage of revenue (“Margin”): no profit sharing At 10% Margin: profit sharing = 2% of base salary At Margin above 10%: profit sharing increases by 0.5% of base salary for each percentage point of Margin between 10% and 24%, and 1% of base salary for each percentage point of Margin above 24%. The maximum profit sharing is 20% of base salary. In 2010, TI delivered Margin of 32%. As a result, all eligible employees, including executive officers, received profit sharing of 17.3% of base salary.

 

 

Element		Purpose		Strategy		Terms
Performance bonus		To motivate executives and reward them according to the company’s relative and absolute performance and the executive’s individual performance		Bonus is set to bring total cash compensation (base salary, profit sharing and bonus) to the appropriate level.      The appropriate level for total cash is determined primarily on the basis of one-year and three-year company performance on certain measures (revenue growth percent, operating margin and total shareholder return) as compared to competitors and on our strategic progress in key markets and with customers. These factors have been chosen to reflect our near-term financial performance as well as our progress in building long-term shareholder value.      The committee aims to pay total cash compensation appropriately above median if company performance is above that of competitors, and pay total cash compensation appropriately below the median if company performance is below competitors.      The committee does not rely on formulas or performance targets or thresholds. Instead it uses its judgment based on its assessment of the factors described above.		Determined by the committee and paid in a single payment after the performance year
Long-term compensation, awarded in equity
Non-qualified stock options and restricted stock units		Alignment with shareholders; long-term focus; retention, particularly with respect to restricted stock units		We grant a combination of NQ stock options and restricted stock units, generally targeted at the median level of equity compensation awarded to executives in similar positions at the Comparator Group.		The terms and conditions of stock options and restricted stock units are summarized on pages 78-79. The committee’s grant procedures are described on page 70.

     The committee sets the Comparator Group. In general, the Comparator Group companies (1) are U.S.-based, (2) engage in the semiconductor business or other electronics or information technology activities, (3) have executive positions comparable in complexity to those of TI and (4) use forms of executive compensation comparable to TI’s.

 

 

 

Analog Devices, Inc.	Intel Corporation
Apple Inc.*	Motorola, Inc.
Applied Materials, Inc.	NVIDIA Corporation*
Broadcom Corporation**	Oracle Corporation
Cisco Systems, Inc.	QUALCOMM Incorporated
Computer Sciences Corporation	Seagate Technology
eBay Inc.	Tyco Electronics Ltd.
EMC Corporation	Yahoo! Inc.
Emerson Electric Co.	Western Digital Corporation
Google Inc.	Xerox Corporation

*	Removed in July 2010.
**	Added in July 2010.

     In July 2010, the committee reviewed the Comparator Group in terms of industry, revenue and market capitalization. Based on the advice of its compensation consultant, it removed Apple Inc. and NVIDIA Corporation (the companies that had, respectively, the highest and the lowest revenue and market capitalization) and added Broadcom Corporation to increase the overall comparability to TI of the Comparator Group. TI’s revenue and market capitalization were at approximately the median and the 65th percentile, respectively, of the Comparator Group set in July 2010. The committee used that Comparator Group for the bonus decisions in January 2011 relating to 2010 performance.

 

 

 

Officer		2010 Annual Rate					Change from 2009 Annual Rate
Mr. Templeton			$	990,087				2.8	%
Mr. March			$	530,004				14	%
Mr. Lowe			$	575,004				7.5	%
Mr. Ritchie			$	470,400				5.0	%
Mr. Crutcher			$	425,040	*			—	*

*		Shown is the salary rate set for Mr. Crutcher in September 2010, when he became an executive officer of the company. His earlier salary was set in accordance with procedures applicable to the company’s non-executive officers.
____________________

2

The statements in this paragraph and the paragraph below about revenue and market capitalization reflect the information available to the committee when it reviewed the Comparator Group in June 2009 and July 2010, respectively. Comparator Group and TI revenue is for the four completed fiscal quarters before the review. Market capitalization is as of April 2009 and June 2010, respectively.

 

     Mr. Crutcher was promoted and became an executive officer in September 2010. The committee set his salary in connection with his assuming new responsibilities. The adjustment was consistent with the committee’s strategy as described above.

 

 

								Restricted
				Stock Options				Stock Units								Grant Date
Officer		Year		(in Shares)				(in Shares)				NQ Equivalents				Fair Value*
Mr. Templeton		2010			540,000				180,000				1,080,000				$	7,715,066
		2009			664,461				221,487				1,328,922				$	6,919,254
		2008			270,000				150,000				720,000				$	6,866,100
Mr. March		2010			161,250				53,751				322,503				$	2,303,828
		2009			190,000				63,334				380,000				$	1,978,543
		2008			85,000				35,000				190,000				$	1,797,450
Mr. Lowe		2010			277,500				92,501				555,003				$	3,964,709
		2009			280,000				93,334				560,000				$	2,915,743
		2008			100,000				60,000				280,000				$	2,675,400
Mr. Ritchie		2010			187,500				62,501				375,003				$	2,678,865
		2009			250,000				83,334				500,000				$	2,603,343
		2008			100,000				50,000				250,000				$	2,377,500
Mr. Crutcher		2010			—				100,000	**			300,000	**			$	2,498,000	**

*		See notes 3 and 4 to the summary compensation table on page 73 for information on how grant date fair value was calculated.
**		Shown is the award made to Mr. Crutcher in September 2010, when he became an executive officer. The grants that he received before he became an executive officer, which were made under procedures applicable to non-executive officers, are reflected in the tables on pages 75-77.

     In assessing the market level, the committee considered information presented by TI’s Compensation and Benefits organization (prepared using data provided by the committee’s compensation consultant) on the estimated value of the awards expected to be granted by the Comparator Group to similarly situated executives. The award value was estimated using the same methodology used for financial accounting.

 

 

     The exercise price of the options was the closing price of TI stock on January 28, 2010, the third trading day after the company released its annual and fourth quarter financial results for 2009. All grants were made under the 2009 Texas Instruments Long-Term Incentive Plan (the “2009 Plan”), which stockholders approved in April 2009. All grants have the terms described on page 78.

 

     One-year relative performance on the three measures and one-year strategic progress were the primary considerations in the committee’s assessment of the company’s 2010 performance. In assessing performance, the committee did not use formulas, thresholds or multiples. Because market conditions can quickly change in our industry, thresholds established at the beginning of a year could prove irrelevant by year-end. The committee believes its approach, which assesses the company’s relative performance in hindsight after year-end, gives it the insight to most effectively and critically judge results and encouraged executives to pursue strategies that serve the long-term interests of the company and its shareholders.

 

Advanced Micro Devices, Inc.	LSI Logic Corporation
Altera Corporation	Marvell Technology Group Ltd.
Analog Devices, Inc.	Maxim Integrated Products, Inc.
Broadcom Corporation	Microchip Technology Incorporated
Fairchild Semiconductor International, Inc.	National Semiconductor Corporation
Infineon Technologies AG	NVIDIA Corporation
Intel Corporation	ON Semiconductor Corporation
Intersil Corporation	QUALCOMM Incorporated
Linear Technology Corporation	STMicroelectronics N.V.
	Xilinx, Inc.

 

3

To the extent the companies had not released financial results for the year or most recent quarter, the committee based its evaluation on estimates and projections of the companies’ financial results for 2010.

 

     The committee set the named executive officers’ total cash compensation to be commensurate with this improved relative and absolute performance. As a result, total cash compensation for the officers was generally about 50 percent higher as compared to 2009.

 

 

	1-Year			3-Year
Revenue growth	34	%		0.3% CAGR
Operating margin	32	%		24% average
Return on invested capital (ROIC)	31	%		22% average
Quarterly dividend growth	8	%		27%
Total shareholder return (TSR)	27	%		1% CAGR

 

 

One-year TSR % =

(adjusted closing price of the company’s stock at year-end 2010, divided by 2009 year-end adjusted closing price) minus 1. The adjusted closing price is as shown under Historical Prices for the company’s stock on Yahoo! Finance and reflects stock splits and reinvestment of dividends.

Three-year TSR CAGR % =

(adjusted closing price of the company’s stock at year-end 2010, divided by 2007 year-end adjusted closing price) 1/3 minus 1. Adjusted closing price is as described above.

 

     Mr. March is the chief financial officer. The committee noted the financial management of the company.

 

 

				Salary					Profit										Equity Compensation
Officer		Year		(Annual Rate)					Sharing					Bonus					(Grant Date Fair Value)					Total
Mr. Templeton		2010			$	990,087				$	171,094				$	3,000,000				$	7,715,066			$	11,876,247
		2009			$	963,120				$	63,084				$	1,725,000				$	6,919,254			$	9,670,458
		2008			$	963,120				$	64,853				$	1,500,000				$	6,866,100			$	9,394,073
Mr. March		2010			$	530,004				$	90,858				$	975,000				$	2,303,828			$	3,899,690
		2009			$	465,000				$	30,458				$	575,000				$	1,978,543			$	3,049,001
		2008			$	465,000				$	31,219				$	425,000				$	1,797,450			$	2,718,669
Mr. Lowe		2010			$	575,004				$	99,014				$	1,350,000				$	3,964,709			$	5,988,727
		2009			$	535,020				$	35,044				$	775,000				$	2,915,743			$	4,260,807
		2008			$	535,020				$	35,945				$	730,000				$	2,675,400			$	3,976,365
Mr. Ritchie		2010			$	470,400				$	81,151				$	1,100,000				$	2,678,865			$	4,330,416
		2009			$	448,080				$	29,349				$	600,000				$	2,603,343			$	3,680,772
		2008			$	448,080				$	30,172				$	520,000				$	2,377,500			$	3,375,752
Mr. Crutcher		2010			$	425,040				$	62,508				$	750,000				$	2,498,000			$	3,735,548

 

4

This table shows the annual rate of base salary as set by the committee (effective in September 2010 for Mr. Crutcher, and in February 2010 for the other officers). In the summary compensation table, the “Salary” column shows the actual salary paid in the year. This table has separate columns for profit sharing and bonus. In the summary compensation table, profit sharing and bonus are aggregated in the column for “Non-Equity Incentive Plan Compensation,” in accordance with SEC requirements. The summary compensation table shows the grant date fair value of equity compensation awarded in the year. This table shows the grant date fair value of all equity compensation awarded in the year for all named executive officers except Mr. Crutcher, for whom the value shown is the grant date fair value of equity compensation received after he became an executive officer. Please see notes 3 and 4 to the summary compensation table for information about how grant date fair value was calculated.

 

 

 

 

*Average data for the named executive officers other than Mr. Templeton. Totals may not equal 100 percent, due to rounding.

 

Process for equity grants
The Compensation Committee makes grant decisions for equity compensation at its January meeting each year. The dates on which these meetings occur are generally set three years in advance. The January meetings of the board and the committee generally occur in the week or two before we announce our financial results for the previous quarter and year.
     On occasion, the committee may grant stock options or restricted stock units to executives at times other than January. For example, it has done so in connection with job promotions and for purposes of retention.
     We do not back-date stock options or restricted stock units. We do not accelerate or delay the release of information due to plans for making equity grants.
     Under the committee’s policy, if the committee meeting falls in the same month as the release of the company’s financial results, the grants approved at the meeting will be made effective on the later of (i) the meeting day or (ii) the third trading day after the release of results. Otherwise they will be made effective on the day of committee action. The exercise price of stock options is the closing price of TI stock on the effective date of the grant.

 

 

 

 

Retirement plans
The executive officers participate in our retirement plans under the same rules that apply to other U.S. employees. We maintain these plans to have a competitive benefits program and for retention.
     Like other established U.S. manufacturers, we have had a U.S. qualified defined benefit pension plan for many years. At its origin, the plan was designed to be consistent with those offered by other employers in the diverse markets in which we operated, which at the time included consumer and defense electronics as well as semiconductors and materials products. In order to limit the cost of the plan, we closed the plan to new participants in 1997. We gave U.S. employees as of November 1997 the choice to remain in the plan, or to have their plan benefits frozen (i.e., no benefit increase attributable to years of service or change in eligible earnings) and begin participating in an enhanced defined contribution plan. Mr. Templeton and Mr. Crutcher chose not to remain in the defined benefit plan. As a result, their benefits under that plan were frozen in 1997 and they participate in the enhanced defined contribution plan. The other named executive officers have continued their participation in the defined benefit pension plan.
     The Internal Revenue Code (IRC) imposes certain limits on the retirement benefits that may be provided under a qualified plan. To maintain the desired level of benefits, we have non-qualified defined benefit pension plans for participants in the qualified pension plan. Under the non-qualified plans, participants receive benefits that would ordinarily be paid under the qualified pension plan but for the limitations under the IRC. For additional information about the defined benefit plans, please see pages 80-81.
     Employees accruing benefits in the qualified pension plan, including the named executive officers other than Mr. Templeton and Mr. Crutcher, also are eligible to participate in a qualified defined contribution plan that provides employer matching contributions. The enhanced defined contribution plan, in which Mr. Templeton and Mr. Crutcher participate, provides for a fixed employer contribution plus an employer matching contribution.
     Because benefits under the qualified and non-qualified defined benefit pension plans are calculated on the basis of eligible earnings (salary and bonus), an increase in salary or bonus may result in an increase in benefits under the plans. Salary or bonus increases for Mr. Templeton and Mr. Crutcher do not result in greater benefits for them under the company’s defined benefit pension plans because their benefits under those plans were frozen in 1997. The committee considers the potential effect on the executives’ retirement benefits when it sets salary and performance bonus levels.

 

 

 

 

 

 

Compensation following employment termination or change in control
None of the executive officers has an employment contract. Executive officers are eligible for benefits on the same terms as other U.S. employees upon termination of employment or a change in control of the company. The current programs are described under the heading Potential Payments upon Termination or Change in Control beginning on page 82. None of the few additional benefits that the executive officers receive continue after termination of employment, except the amount described above for financial counseling is provided in the following year in the event of retirement. The committee reviews the potential impact of these programs before finalizing the annual compensation for the named executive officers. The committee did not raise or lower compensation for 2010 based on this review.
     The Texas Instruments 2009 Long-Term Incentive Plan generally establishes double-trigger change-in-control terms for grants made in 2010 and later years. Under those terms, options become fully exercisable and shares are issued under restricted stock unit awards (to the extent permitted by Section 409A of the IRC) if the grantee is involuntarily terminated within 24 months after a change in control of TI. These terms are intended to encourage employees to remain with the company through a transaction while reducing employee uncertainty and distraction in the period leading up to any such event.

 

 

 

 

 

The Compensation Committee of the board of directors has furnished the following report:
     The committee has reviewed and discussed the Compensation Discussion and Analysis (CD&A) with the company’s management. Based on that review and discussion, the committee has recommended to the board of directors that the CD&A be included in the company’s Annual Report on Form 10-K for 2010 and the company’s proxy statement for the 2011 annual meeting of stockholders.

Carrie S. Cox, Chair

David R. Goode

Stephen P. MacMillan

 

 

																		Change in
																		Pension Value
																		and
															Non-Equity			Non-qualified
									Stock			Option			Incentive Plan			Deferred			All Other
Name and Principal				Salary			Bonus		Awards			Awards			Compensation			Compensation			Compensation
Position		Year		($)			($)(2)		($)(3)			($)(4)			($)(5)			Earnings ($)(6)				($)(7)		Total ($)
Richard K. Templeton		2010		$	987,840		—		$	4,149,000		$	3,566,066		$	3,171,094		$	98,899		$	240,521		$	12,213,420
Chairman, President		2009		$	963,120		—		$	3,311,231		$	3,608,023		$	1,788,084		$	49,566		$	145,633		$	9,865,657
& Chief Executive Officer		2008		$	960,780		—		$	4,468,500		$	2,397,600		$	1,564,853		$	36,592		$	231,857		$	9,660,182
Kevin P. March		2010		$	524,587		—		$	1,238,961		$	1,064,867		$	1,065,858		$	558,705		$	19,995		$	4,472,973
Senior Vice President		2009		$	465,000		—		$	946,843		$	1,031,700		$	605,458		$	327,928		$	20,646		$	3,397,575
& Chief Financial Officer		2008		$	462,500		—		$	1,042,650		$	754,800		$	456,219		$	385,214		$	31,477		$	3,132,860
Gregg A. Lowe		2010		$	571,672		—		$	2,132,148		$	1,832,561		$	1,449,014		$	596,660		$	15,927		$	6,597,982
Senior Vice President		2009		$	535,020		—		$	1,395,343		$	1,520,400		$	810,044		$	378,384		$	15,693		$	4,654,884
		2008		$	532,520		—		$	1,787,400		$	888,000		$	765,945		$	429,163		$	89,471		$	4,492,499
Brian T. Crutcher (1)		2010		$	360,903		—		$	3,650,500		$	990,574		$	812,508		$	402		$	30,468		$	5,845,355
Senior Vice President
Kevin J. Ritchie		2010		$	468,540		—		$	1,440,648		$	1,238,217		$	1,181,151		$	630,532		$	13,520		$	4,972,608
Senior Vice President		2009		$	448,080		—		$	1,245,843		$	1,357,500		$	629,349		$	418,897		$	11,506		$	4,111,175
		2008		$	446,990		—		$	1,489,500		$	888,000		$	550,172		$	540,851		$	16,836		$	3,932,349

(1)		Mr. Crutcher became an executive officer in September 2010. Compensation shown is for the full year.
(2)		Performance bonuses for 2010 were paid under the Texas Instruments Executive Officer Performance Plan. In accordance with SEC requirements, these amounts are reported in the Non-Equity Incentive Plan Compensation column.
(3)		Shown is the aggregate grant date fair value of restricted stock unit awards calculated in accordance with ASC 718. The discussion of the assumptions used for purposes of the valuation of the awards granted in 2010 appears on pages 11-14 of Exhibit 13 to TI’s annual report on Form 10-K for the year ended December 31, 2010. For a description of these grant terms, please see pages 78-79. The discussion of the assumptions used for purposes of the valuation of the awards granted in 2009 and 2008 appears respectively in Exhibit 13 to TI’s annual report on Form 10-K for the year ended December 31, 2009 (pages 12-15) and to TI’s annual report on Form 10-K for the year ended December 31, 2008 (pages 12-15).
(4)		Shown is the aggregate grant date fair value of options calculated in accordance with ASC 718. The discussion of the assumptions used for purposes of the valuation of options granted in 2010 appears on pages 11-14 of Exhibit 13 to TI’s annual report on Form 10-K for the year ended December 31, 2010. For a description of these grant terms, please see pages 78-79. The discussion of the assumptions used for purposes of the valuation of the awards granted in 2009 and 2008 appears respectively in Exhibit 13 to TI’s annual report on Form 10-K for the year ended December 31, 2009 (pages 12-15) and to TI’s annual report on Form 10-K for the year ended December 31, 2008 (pages 12-15).

 

(5)		Consists of performance bonus and profit sharing for 2010. Please see page 69 of the Compensation Discussion and Analysis for the amounts of bonus and profit sharing paid to each of the named executive officers for 2010.
(6)		The company does not pay above-market earnings on deferred compensation. Therefore, no amounts are reported in this column for deferred compensation. The amounts in this column represent the change in the actuarial value of the named executive officers’ benefits under the qualified defined benefit pension plan (TI Employees Pension Plan) and the non-qualified defined benefit pension plans (TI Employees Non-Qualified Pension Plan and TI Employees Non-Qualified Pension Plan II) from December 31, 2009, through December 31, 2010. This “change in the actuarial value” is the difference between the 2009 and 2010 present value of the pension benefit accumulated as of year-end by the named executive officer, assuming that benefit is not paid until age 65. Messrs. Templeton and Crutcher’s benefits under the company’s pension plans were frozen as of December 31, 1997.
(7)		In the interest of transparency, the value of perquisites and other personal benefits is provided in this column even if the amount is less than the reporting threshold established by the SEC. The table below shows the value of perquisites and other benefits for 2010.

												Defined
												Contribution					Unused					Personal Use
							401(k)					Retirement					Vacation					of Company					Financial					Executive
Name		Insurance					Contribution					Plan (a)					Time (b)					Aircraft (c)					Counseling					Physical
R. K. Templeton			$	250				$	9,800				$	60,957				$	47,786				$	111,204				$	8,000				$	2,524
K. P. March			$	250				$	4,900					N/A				$	10,328					—				$	839				$	3,678
G. A. Lowe			$	250				$	4,900					N/A					—				$	6,353				$	2,354				$	2,070
B. T. Crutcher			$	250				$	9,800				$	20,418					—					—					—					—
K. J. Ritchie			$	250				$	4,900					N/A				$	6,721					—				$	1,649					—

(a)		Consists of (i) contributions under the company’s enhanced defined contribution retirement plan of $4,900, and (ii) an additional amount of $56,057 for Mr. Templeton and $15,518 for Mr. Crutcher accrued by TI to offset IRC limitations on amounts that could be contributed to the enhanced defined contribution retirement plan, which amount is also shown in the Non-qualified Deferred Compensation table on page 81.
(b)		Represents payments for unused vacation time that could not be carried forward.
(c)		The board of directors has determined that for security reasons, it is in TI’s interest to require the chief executive officer to use the company aircraft for personal air travel. The amount shown for Mr. Templeton is the incremental cost of his personal use of aircraft. We valued this incremental cost using a method that takes into account: landing, parking and flight planning services expenses; crew travel expenses; supplies and catering expenses; aircraft fuel and oil expenses per hour of flight; communications costs; a portion of ongoing maintenance; and any customs, foreign permit and similar fees. Because company aircraft are primarily used for business travel, this methodology excludes the fixed costs, which do not change based on usage, such as pilots’ salaries and the lease cost of the company aircraft. The amount shown for Mr. Lowe was valued using the same methodology. Under SEC rules, Mr. Lowe is deemed to have received a personal benefit in 2010, because corporate aircraft incurred additional mileage in picking him up from, or delivering him to, his home outside Dallas in connection with some of his business trips.

 

 

 

																			All Other		All Other
																			Stock		Option		Exercise
																			Awards:		Awards:		or Base
							Estimated Possible Payouts						Estimated Future Payouts						Number of		Number of		Price of			Grant Date
							under Non-Equity Incentive						under Equity Incentive						Shares of		Securities		Option			Fair Value
					Date of		Plan Awards						Plan Awards						Stock or		Underlying		Awards			of Stock
		Grant			Committee		Threshold		Target		Maximum		Threshold		Target		Maximum		Units		Options		($/Sh)			and Option
Name		Date			Action		($)		($)		($)		(#)		(#)		(#)		(#)(2)		(#)(3)		(4)			Awards (5)
Templeton		1/28/10	(1)		1/21/10		*		*		*		—		—		—				540,000		$	23.05		$	3,566,066
		1/28/10	(1)		1/21/10														180,000							$	4,149,000
March		1/28/10	(1)		1/21/10		*		*		*		—		—		—				161,250		$	23.05		$	1,064,867
		1/28/10	(1)		1/21/10														53,751							$	1,238,961
Lowe		1/28/10	(1)		1/21/10		*		*		*		—		—		—				277,500		$	23.05		$	1,832,561
		1/28/10	(1)		1/21/10														92,501							$	2,132,148
Crutcher		9/16/10			9/16/10														100,000							$	2,498,000
		1/28/10	(1)		1/21/10		*		*		*		—		—		—				150,000		$	23.05		$	990,574
		1/28/10	(1)		1/21/10														50,000							$	1,152,500
Ritchie		1/28/10	(1)		1/21/10		*		*		*		—		—		—				187,500		$	23.05		$	1,238,217
		1/28/10	(1)		1/21/10														62,501							$	1,440,648

*		TI did not use formulas or pre-set thresholds or multiples to determine incentive awards. Under the terms of the Executive Officer Performance Plan, each named executive officer is eligible to receive a cash bonus equal to 0.5 percent of the company’s consolidated income (as defined in the plan). However, the Compensation Committee has the discretion to set bonuses at a lower level if it decides it is appropriate to do so. The committee decided to do so for 2010.
(1)		In accordance with the grant policy of the Compensation Committee of the board (described on page 70), the grants became effective on the third trading day after the company released its financial results for the fourth quarter and year 2009. The company released these results on January 25, 2010.
(2)		The stock awards granted to the named executive officers in 2010 were RSU awards. These awards were made under the company’s 2009 Long-Term Incentive Plan. For information on the terms and conditions of these RSU awards, please see the discussion beginning on page 78.
(3)		The options were granted under the company’s 2009 Long-Term Incentive Plan. For information on the terms and conditions of these options, please see the discussion on page 78.
(4)		The exercise price of the options is the closing price of TI common stock on January 28, 2010.
(5)		Shown is the aggregate grant date fair value computed in accordance with ASC 718 for stock and option awards in 2010. The discussion of the assumptions used for purposes of the valuation appears on pages 11-14 of Exhibit 13 to TI’s annual report on Form 10-K for the year ended December 31, 2010.
		None of the options or other equity awards granted to the named executive officers was repriced or modified by the company.
		For additional information regarding TI’s equity compensation grant practices, please see the Compensation Discussion and Analysis on pages 64, 66-67 and 70.

 

 

 

 

		Option Awards																Stock Awards
																										Equity
																										Incentive		Equity
									Equity																	Plan		Incentive
									Incentive																	Awards:		Plan Awards:
									Plan																	Number of		Market or
									Awards:																	Unearned		Payout Value
		Number of				Number of			Number of												Market Value					Shares,		of Unearned
		Securities				Securities			Securities									Number of			of Shares or					Units or		Shares, Units
		Underlying				Underlying			Underlying									Shares or			Units of Stock					Other		or Other
		Unexercised				Unexercised			Unexercised		Option					Option		Units of Stock			That Have Not					Rights That		Rights That
		Options (#)				Options (#)			Unearned		Exercise					Expiration		That Have Not			Vested					Have Not		Have Not
Name		Exercisable				Unexercisable			Options (#)		Price ($)					Date		Vested (#)			($)(1)					Vested (#)		Vested ($)
R. K. Templeton			—			540,000	(2)		—			$	23.05			1/28/2020		180,000	(6)			$	5,850,000			—		—
			166,115			498,346	(3)		—			$	14.95			1/29/2019		221,487	(7)			$	7,198,328			—		—
			135,000			135,000	(4)		—			$	29.79			1/25/2018		150,000	(8)			$	4,875,000			—		—
			202,500			67,500	(5)		—			$	28.32			1/18/2017		150,000	(9)			$	4,875,000			—		—
			350,000			—			—			$	32.55			1/19/2016		—					—			—		—
			500,000			—			—			$	21.55			1/20/2015		—					—			—		—
			700,000			—			—			$	32.39			1/14/2014		—					—			—		—
			375,000			—			—			$	16.25			2/20/2013		—					—			—		—
			625,000			—			—			$	16.11			1/15/2013		—					—			—		—
			625,000			—			—			$	26.50			1/16/2012		—					—			—		—
			210,000			—			—			$	31.30			11/29/2011		—					—			—		—
			325,000			—			—			$	50.38			1/17/2011		—					—			—		—
K. P. March			—			161,250	(2)		—			$	23.05			1/28/2020		53,751	(6)			$	1,746,908			—		—
			47,500			142,500	(3)		—			$	14.95			1/29/2019		63,334	(7)			$	2,058,355			—		—
			42,500			42,500	(4)		—			$	29.79			1/25/2018		35,000	(8)			$	1,137,500			—		—
			63,750			21,250	(5)		—			$	28.32			1/18/2017		35,000	(9)			$	1,137,500			—		—
			85,000			—			—			$	32.55			1/19/2016		—					—			—		—
			80,000			—			—			$	21.55			1/20/2015		—					—			—		—
			120,000			—			—			$	32.39			1/14/2014		—					—			—		—
			60,000			—			—			$	16.25			2/20/2013		—					—			—		—
			30,000			—			—			$	16.11			1/15/2013		—					—			—		—
			12,700			—			—			$	35.13			7/31/2011		—					—			—		—
			20,000			—			—			$	50.38			1/17/2011		—					—			—		—
G. A. Lowe			—			277,500	(2)		—			$	23.05			1/28/2020		92,501	(6)			$	3,006,283			—		—
			—			210,000	(3)		—			$	14.95			1/29/2019		93,334	(7)			$	3,033,355			—		—
			50,000			50,000	(4)		—			$	29.79			1/25/2018		60,000	(8)			$	1,950,000			—		—
			75,000			25,000	(5)		—			$	28.32			1/18/2017		60,000	(9)			$	1,950,000			—		—
			100,000			—			—			$	32.55			1/19/2016		—					—			—		—
			100,000			—			—			$	21.55			1/20/2015		—					—			—		—
			150,000			—			—			$	32.39			1/14/2014		—					—			—		—
			70,000			—			—			$	31.30			11/29/2011		—					—			—		—
			60,000			—			—			$	50.38			1/17/2011		—					—			—		—

 

 

 

		Option Awards																Stock Awards
																								Equity
																								Incentive		Equity
									Equity															Plan		Incentive
									Incentive															Awards:		Plan Awards:
									Plan															Number of		Market or
									Awards:															Unearned		Payout Value
		Number of				Number of			Number of												Market Value			Shares,		of Unearned
		Securities				Securities			Securities									Number of			of Shares or			Units or		Shares, Units
		Underlying				Underlying			Underlying									Shares or			Units of Stock			Other		or Other
		Unexercised				Unexercised			Unexercised		Option					Option		Units of Stock			That Have Not			Rights That		Rights That
		Options (#)				Options (#)			Unearned		Exercise					Expiration		That Have Not			Vested			Have Not		Have Not
Name		Exercisable				Unexercisable			Options (#)		Price ($)					Date		Vested (#)			($)(1)			Vested (#)		Vested ($)
B. T. Crutcher			—			150,000	(2)		—			$	23.05			1/28/2020		50,000	(6)		$	1,625,000		—		—
			25,000			75,000	(3)		—			$	14.95			1/29/2019		33,334	(7)		$	1,083,355		—		—
			15,000			15,000	(4)		—			$	29.79			1/25/2018		20,000	(8)		$	650,000		—		—
			22,500			7,500	(5)		—			$	28.32			1/18/2017		10,000	(9)		$	325,000		—		—
			15,000			—			—			$	32.55			1/19/2016		100,000	(10)		$	3,250,000		—		—
			15,000			—			—			$	21.55			1/20/2015		—				—		—		—
			13,500			—			—			$	32.39			1/14/2014		—				—		—		—
			100			—			—			$	29.19			2/21/2012		—				—		—		—
			11,000			—			—			$	26.50			1/16/2012		—				—		—		—
			7,000			—			—			$	35.13			7/31/2011		—				—		—		—
			5,000			—			—			$	50.38			1/17/2011		—				—		—		—
K. J. Ritchie			—			187,500	(2)		—			$	23.05			1/28/2020		62,501	(6)		$	2,031,283		—		—
			62,500			187,500	(3)		—			$	14.95			1/29/2019		83,334	(7)		$	2,708,355		—		—
			50,000			50,000	(4)		—			$	29.79			1/25/2018		50,000	(8)		$	1,625,000		—		—
			75,000			25,000	(5)		—			$	28.32			1/18/2017		50,000	(9)		$	1,625,000		—		—
			100,000			—			—			$	32.55			1/19/2016		—				—		—		—
			100,000			—			—			$	21.55			1/20/2015		—				—		—		—
			150,000			—			—			$	32.39			1/14/2014		—				—		—		—
			100			—			—			$	29.19			2/21/2012		—				—		—		—
			125,000			—			—			$	26.50			1/16/2012		—				—		—		—
			40,000			—			—			$	31.30			11/29/2011		—				—		—		—
			50,000			—			—			$	50.38			1/17/2011		—				—		—		—

(1)		Calculated by multiplying the number of restricted stock units by the closing price of TI’s common stock on December 31, 2010 ($32.50).
(2)		One-quarter of the shares became exercisable on January 28, 2011, and one-third of the remaining shares become exercisable on each of January 28, 2012, January 28, 2013, and January 28, 2014.
(3)		One-third of the shares became exercisable on January 29, 2011, and one-half of the remaining shares become exercisable on each of January 29, 2012, and January 29, 2013.
(4)		One-half of the shares became exercisable on January 25, 2011, and the remaining one-half become exercisable on January 25, 2012.
(5)		Became fully exercisable on January 18, 2011.
(6)		Vesting date is January 31, 2014. Dividend equivalents are paid on these restricted stock units.
(7)		Vesting date is January 31, 2013. Dividend equivalents are paid on these restricted stock units.
(8)		Vesting date is January 31, 2012. Dividend equivalents are paid on these restricted stock units.
(9)		Vested on January 31, 2011. Dividend equivalents were paid on these restricted stock units.
(10)		Vesting date is October 31, 2014. Dividend equivalents are paid on these restricted stock units.

 

 

 

		Employment		Employment Termination
Employment		Termination (at Least		(at Least 6 Months after Grant)				Other
Termination Due to		6 Months after Grant)		with 20 Years of Credited		Employment		Circumstances
Death or Permanent		When Retirement		Service, but Not Retirement		Termination for		of Employment
Disability		Eligible		Eligible		Cause		Termination
Vesting continues; option remains in effect to end of term		Vesting continues; option remains in effect to end of term		Option remains in effect to the end of the term; for options granted on or after February 20, 2003, vesting does not continue after employment termination		Option cancels		Option remains exercisable for 30 days