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TXN > SEC Filings for TXN > Form 8-K on 7-Jan-2009All Recent SEC Filings

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Form 8-K for TEXAS INSTRUMENTS INC


7-Jan-2009

Change in Directors or Principal Officers


ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers

Effective January 1, 2009, the Registrant's Board of Directors adopted two compensation plans, the TI Deferred Compensation Plan and the TI Employees Non-Qualified Pension Plan II, to address the requirements of Section 409A of the Internal Revenue Code and the regulations adopted thereunder, as well as administrative requirements. A brief description of the terms and conditions of each of the new plans is below, and both are filed as exhibits hereto.

TI Deferred Compensation Plan:

The TI Deferred Compensation Plan ("DCP") permits any U.S. employee of the Registrant whose base salary exceeds a level determined by either the Registrant's Compensation Committee or management ($135,000 per year in 2008), to defer the receipt of a portion of his or her salary, bonus and profit sharing. The Registrant's existing deferred compensation plan was merged into the DCP. Deferred compensation account balances are unsecured and all amounts remain part of the company's operating assets. The balances of the deferred compensation accounts track the performance of investment alternatives selected by the participant. The Registrant does not guarantee any minimum return on the amounts deferred. Deferred amounts, including any earnings on the deferred amounts, are generally distributed on a date selected by the participant or on the participant's death or entry of a qualified domestic relations order. Because it is impossible to determine which, if any, of the Registrant's executive officers will participate in the DCP, what investment alternatives such executive officers would select and the performance of the investment alternatives, it is impossible to determine what amounts would be payable under the DCP to the executive officers.

TI Employees Non-Qualified Pension Plan II:

The TI Employees Non-Qualified Pension Plan II (the "Non-qualified Plan") provides supplemental pension benefits to employees who (a) participate in the Registrant's qualified defined benefit pension plan but earn a benefit that exceeds the Internal Revenue Service's (IRS) limit on annual pension benefits payable ($185,000 in 2008 ) or on qualified plan compensation ($230,000 in 2008) , or (b) elected to participate in the TI Deferred Compensation Plan (the "DCP") and as a result had certain compensation excluded from consideration under the qualified pension plan. The benefit under the Non-qualified Plan is the amount by which the qualified pension plan benefit accrued after 2004 (absent the applicable IRS limits or exclusion of DCP elective deferrals) exceeds such benefit (with the applicable IRS limits and exclusion of DCP elective deferrals). Amounts earned under the Non-qualified Plan are distributed upon separation from service to the Registrant, or upon the participant's death or entry of a qualified domestic relations order. Presently, it is impossible to determine what amounts will be payable under the Non-qualified Plan to the executive officers of the Registrant because of the uncertainty of the executive officers' future compensation or DCP deferral elections.

ITEM 9.01.  Exhibits


Designation
of Exhibit
  in this
  Report      Description of Exhibit

   10(a)      TI Deferred Compensation Plan
              Effective January 1, 2009 (furnished pursuant to Item 5.02)

   10(b)      TI Employees Non-Qualified Pension Plan II
              Effective January 1, 2009 (furnished pursuant to Item 5.02)

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