TEXAS INSTRUMENTS RESTRICTED STOCK UNIT PLAN

 EXHIBIT 10(e)
                                                                  -------------
                 TEXAS INSTRUMENTS RESTRICTED STOCK UNIT PLAN
                                FOR DIRECTORS

                          As Amended April 16, 1998

The Texas Instruments Restricted Stock Unit Plan for Directors is designed to 
enhance the ability of the Company to attract and retain exceptionally 
qualified individuals and to encourage them to acquire a proprietary interest 
in the growth and performance of the Company.

For purposes of this Plan, unless otherwise indicated, the term "Company" 
shall mean Texas Instruments Incorporated.  

Eligibility

All directors of the Company who are not during the term of this Plan and who 
have not previously been officers or employees of the Company shall participate 
in this Plan.  

Definitions

As used in this Plan, the following terms shall have the meanings set forth:

(a)     "Fair Market Value" shall mean, with respect to any Shares, the simple 
        average of the high and low prices of such Shares on the date of grant 
        of Restricted Stock Units (or, if there is no trading on the New York 
        Stock Exchange on such date, then on the first previous date on which 
        there is such trading) as reported in "New York Stock Exchange 
        Composite Transactions" in "The Wall Street Journal";

(b)     "Restricted Stock Units" shall mean any Units  granted under 
        paragraphs (a)  or (b) under the heading "Grants of Restricted Stock 
        Units" set forth below; and

(c)     "Shares" shall mean shares of the common stock of the Company, $1.00 
        par value.

Administration of Plan

This Plan shall be administered by the Secretary of the Company (the 
"Secretary").  The Secretary shall have full power and authority to construe, 
interpret and administer the Plan.  The Secretary may issue rules and 
regulations for administration of the Plan.  All decisions of the Secretary 
shall be final, conclusive and binding upon all parties, including the Company, 
the stockholders and the directors.  In the event of the absence or inability 
of the Corporate Secretary, any Assistant Secretary shall have the authority to 
act in his place.

Subject to the terms of the Plan and applicable law, the Secretary shall have 
full power and authority to:  (i) interpret and administer the Plan and any 
instrument or agreement relating to, or Restricted Stock Units granted under, 
the Plan;  (ii) establish, amend, suspend or waive such rules and regulations 
and appoint such agents as the Secretary shall deem appropriate for the proper 
administration of the Plan; and (iii) make any other determination and take any 
other action that the Secretary deems necessary or desirable for the 
administration of this Plan.  

Restricted Stock Units Available for Grant

Subject to adjustment as provided below:

(a)     Sources of Shares Deliverable Under Restricted Stock Units.  Any Shares 
delivered pursuant to the settlement of Restricted Stock Units shall consist of 
treasury Shares.

(b)     Adjustments.  In the event that the Secretary shall determine that any 
dividend or other distribution (whether in the form of cash, Shares, other 
securities, or other property), recapitalization, stock split, reverse stock 
split, reorganization, merger, consolidation, split-up, spin-off, combination, 
repurchase or exchange of Shares or other securities of the Company, issuance 
of warrants or other rights to purchase Shares or other securities of the 
Company, or other similar corporate transaction or event affects the Shares 
such that an adjustment is determined by the Secretary to be appropriate in 
order to prevent dilution or enlargement of the benefits or potential benefits 
intended to be made available under the Plan, then the Secretary shall, in such 
manner as he or she may deem equitable, adjust  the number of  outstanding 
Restricted Stock Units; provided, however, that no fractional Restricted Stock 
Units shall be issued or outstanding hereunder.  Notwithstanding any such 
corporate transaction or event, no adjustment shall be made in the number of 
Restricted Stock Units to be granted to new directors who are elected after the 
occurrence of any such corporate transaction or event. 

Grants of Restricted Stock Units

(a)     Initial Grants of Restricted Stock Units.  The Company, as of the 
        effective date of this Plan, shall grant to each then current director 
        of the Company 1000 Restricted Stock Units.  Each Restricted Stock Unit 
        shall be paid or settled by the issuance of one Share upon the 
        termination of such recipient's service as a director of the Company, 
        provided that such termination of service shall have occurred (i) after 
        the age at which a director is ineligible under the Company's by-laws 
        to stand for reelection to the Board, (ii) after the completion of at 
        least eight years of service as a director of the Company or (iii) as a 
        result of the death or disability of the director.  In the event such 
        recipient's membership on the Board of Directors of the Company shall 
        terminate  prior to the attainment of the age for ineligibility for 
        reelection and prior to the completion of eight years of service as a 
        director for reasons other than death or disability, such Restricted 
        Stock Units shall terminate and all of the rights, title and interest 
        of the recipient thereunder shall be forfeited in their entirety.  
        Following the effective date of this Plan, each new director shall, 
        effective as of the date of such individual's initial election or 

        appointment to the Board of Directors, be granted 2000  Restricted 
        Stock Units  which shall be subject to the same terms and restrictions 
        as are described in this paragraph (a). Notwithstanding the foregoing, 
        in no event shall Shares be issued pursuant to a Restricted Stock Unit 
        granted under this paragraph (a)  if a director's service on the board 
        shall terminate within less than six months after the date of grant for 
        any reason other than death or disability.

(b)     Grants of Restricted Stock Units for Portion of Annual Retainer. As of 
        the date of the annual meeting of stockholders each year following the 
        effective date of this Plan, fifty percent (50%) of the annual retainer 
        (not including retainers for committee membership or committee chair) 
        payable to each director during the twelve-month period beginning May 1 
        of such year and ending April 30 of the following year shall be paid to 
        the director in the form of Restricted Stock Units.  Also, fifty 
        percent (50%) of each director's annual retainer for the period 
        beginning May 1, 1995 and ending April 30, 1996 remaining payable after 
        June 30 shall be paid to the director in the form of Restricted Stock 
        Units, which shall be granted as of the effective date of this Plan.  
        The number of Restricted Stock Units to be granted under this paragraph 
        (b) in each case shall be determined by dividing (i) the amount of 
        annual retainer to be paid in the form of Restricted Stock Units by 
        (ii) the Fair Market Value of the Shares and shall be rounded up to the 
        next whole Restricted Stock Unit in the event such determination 
        results in a fraction of a Restricted Stock Unit.  Each such Restricted 
        Stock Unit shall provide for the issuance of one Share upon the 
        termination of the recipient's membership on the Board of Directors.  
        In the event a director's service on the Board shall terminate for any 
        reason during a year, the number of Restricted Stock Units granted for 
        such year shall be reduced proportionately, and the excess shall be 
        forfeited.  Notwithstanding the foregoing, this paragraph (b) shall no 
        longer be applicable after April 15, 1998.

(c)     Right to Dividend Equivalents.  Each recipient of  Restricted Stock 
        Units under this Plan shall have the right, during the period when such 
        Restricted Stock Units are outstanding and prior to the termination, 
        forfeiture or payment or settlement thereof, to receive dividend 
        equivalents equal to the amount or value of any cash or other 
        distributions or dividends payable on the same number of Shares.  The 
        Company shall accumulate dividend equivalents on each dividend payment 
        date and pay such accumulated amounts without interest annually.

(d)     Issuance of Shares Upon Lapse of Restrictions.  A stock certificate or 
        certificates shall be registered and issued in the name of the holder 
        of Restricted Stock Units and delivered to such holder as soon as 
        practicable after such Restricted Stock Units have become payable or 
        settleable in accordance with the terms of the Plan.

(e)     Limits on Transfer of Restricted Stock Units.  No Restricted Stock 
        Units and no right under any Restricted Stock Units shall be 
        assignable, alienable, salable or transferable by a participant 
        otherwise than by will or by the laws of descent and distribution.  All 
        rights under any Restricted Stock Unit shall be exercisable during the 
        participant's lifetime only by the participant or, if permissible under 
        applicable law, by the participant's guardian or legal representative. 

        No Restricted Stock Unit and no right under any such Restricted Stock 
        Unit may be pledged, alienated, attached, or otherwise encumbered, and 
        any purported pledge, alienation, attachment or encumbrance thereof 
        shall be void and unenforceable against the Company.

(f)     Share Certificates.  All certificates for Shares delivered under the 
        Plan pursuant to any Restricted Stock Units shall be subject to such 
        stop transfer orders and other restrictions as the Secretary may deem 
        advisable under the Plan and the rules, regulations, and other 
        requirements of the Securities and Exchange Commission, any stock 
        exchange upon which such Shares or other securities are then listed, 
        and any applicable Federal or state securities laws, and the Secretary 
        may cause a legend or legends to be put on any such certificates to 
        make appropriate reference to such restrictions.

Amendment and Termination

Except to the extent prohibited by applicable law and unless expressly provided 
in this Plan:

(a)     Amendments to the Plan.  The Board of Directors of the Company may 
        amend, alter, suspend, discontinue or terminate the Plan, without the 
        consent of any stockholder, participant, other holder or beneficiary of 
        Restricted Stock Units, or other person; provided, however, that, no 
        such action shall impair the rights under any Restricted Stock Units 
        theretofore granted under the Plan. 

(b)     Correction of Defects, Omissions and Inconsistencies.  The Secretary 
        may correct any defect, supply any omission, or reconcile any 
        inconsistency in the Plan or any Restricted Stock Units in the manner 
        and to the extent he or she shall deem desirable to carry the Plan into 
        effect.

General Provisions

(a)     Withholding.  The Company shall be authorized to withhold from any 
        Restricted Stock Units granted or any transfer made under any 
        Restricted Stock Units or under the Plan or from any dividend 
        equivalents to be paid on Restricted Stock Units the amount (in cash, 
        Shares, other securities, or other property) of any taxes required to 
        be withheld in respect of a grant, payment or settlement of Restricted 
        Stock Units or any payment of dividend equivalents under such 
        Restricted Stock Units or under the Plan and to take such other action 
        as may be necessary in the opinion of the Company to satisfy all 
        obligations for the payment of any such taxes.

(b)     No Limit on Other Compensation Arrangements.  Nothing contained in the 
        Plan shall prevent the Company from adopting or continuing in effect 
        other or additional compensation arrangements, and such arrangements 
        may be either generally applicable or applicable only in specific 
        cases.

(c)     No Right to Continued Board Membership.  The grant of Restricted Stock 
        Units shall not be construed as giving a participant the right to be 
        retained as a director of the Company.  The Board of Directors may at 

        any time fail or refuse to nominate a participant  for election to the 
        Board, and the stockholders of the Company may at any election fail or 
        refuse to elect any participant to the Board free from any liability or 
        claim under this Plan or any Restricted Stock Units.

(d)     Governing Law.  The validity, construction, and effect of the Plan and 
        any rules and regulations relating to the Plan shall be determined in 
        accordance with the laws of the State of Delaware and applicable 
        Federal law.

(e)     Severability.  If any provision of the Plan or any Restricted Stock 
        Unit is or becomes or is deemed to be invalid, illegal, or 
        unenforceable in any jurisdiction, or as to any person or any 
        Restricted Stock Unit, or would disqualify the Plan or any Restricted 
        Stock Unit under any law deemed applicable by the Secretary, such 
        provision shall be construed or deemed amended to conform to applicable 
        laws, or if it cannot be so construed or deemed amended without, in the 
        determination of the Secretary, materially altering the intent of the 
        Plan or the Restricted Stock Unit, such provision shall be stricken as 
        to such jurisdiction, person or Restricted Stock Unit, and the 
        remainder of the Plan and any such Restricted Stock Unit shall remain 
        in full force and effect.

(f)     No Trust or Fund Created.  Neither the Plan nor any Restricted Stock 
        Units shall create or be construed to create a trust or separate fund 
        of any kind or a fiduciary relationship between the Company and a 
        participant or any other person.  To the extent that any person 
        acquires a right to receive Restricted Stock Units, or Shares pursuant 
        to Restricted Stock Units, from the Company pursuant to this Plan, such 
        right shall be no greater than the right of any unsecured general 
        creditor of the Company.

(g)     No Fractional Shares.  No fractional Shares shall be issued or 
        delivered pursuant to the Plan.

Effective Date of the Plan

The Plan shall be effective as of June 15, 1995.

Term of the Plan

No Restricted Stock Units shall be granted under the Plan after April 18, 2006. 
However, unless otherwise expressly provided in the Plan or in the restrictions 
applying to Restricted Stock Units previously issued, any Restricted Stock 
Units theretofore granted may extend beyond such date, and the authority of the 
Secretary to interpret, construe, administer and make determinations under this 
Plan, and the authority of the Board of Directors of the Company to amend the 
Plan, shall extend beyond such date.

 

Basic Info X:

Name: TEXAS INSTRUMENTS RESTRICTED STOCK UNIT PLAN
Type: Texas Instruments Restricted Stock Unit Plan
Date: April 17, 1998
Company: TEXAS INSTRUMENTS INC
State: Delaware

Other info:

Date:

  • April 16 , 1998
  • May 1 , 1995
  • April 30 , 1996
  • June 30
  • April 15 , 1998
  • June 15 , 1995
  • April 18 , 2006

Organization:

  • The Texas Instruments Restricted Stock Unit Plan for Directors
  • Texas Instruments Incorporated
  • New York Stock Exchange
  • Stock Units Available for Grant Subject
  • Sources of Shares Deliverable Under Restricted Stock Units
  • Initial Grants of Restricted Stock Units
  • Company 1000 Restricted Stock Units
  • Board of Directors of the Company
  • b Grants of Restricted Stock Units for Portion of Annual Retainer
  • Issuance of Shares Upon Lapse of Restrictions
  • Transfer of Restricted Stock Units
  • Securities and Exchange Commission
  • Other Compensation Arrangements
  • Continued Board Membership
  • the State of Delaware

Location:

  • TEXAS

Money:

  • $ 1.00

Percent:

  • fifty percent
  • 50 %