![]() Paragraph 1 of the Plan states its purpose to be "to provide an added incentive to the officers, executives and other key employees of the Corporation and its subsidiaries, to induce them to remain with the Corporation and its subsidiaries, to attract able persons to enter the employ of the Corporation and its subsidiaries, and to promote the future growth, development and continued financial success of the Corporation and its subsidiaries. This amendment was approved by the stockholders. In 1960 the number of shares authorized to be issued under the Plan was increased to 350,000. As adopted the Plan authorized the issuance of not more than 150,000 shares. The Stock Option Plan here involved was adopted by the board of directors of Texas Instruments on January 22, 1957, and approved by more than a ninety-eight per *29 cent majority of stockholders on April 17, 1957. It also produces and sells other specialities. Texas Instruments is principally engaged in the manufacture and sale of electronic components, instruments and equipment. The individual defendants are the members of the board of directors of Texas Instruments, Shepherd, its Executive Vice-President, and Agnich, a former member of the board. Plaintiff is the owner of 15 shares of common stock of Texas Instruments. The ground of the attack is that the options were granted in violation of the corporation's Stock Option Plan. This is a stockholder's derivative action in which plaintiff challenges the validity of certain stock options granted to defendants Shepherd and Haggerty, officers and employees of the corporate defendant, Texas Instruments Incorporated. Griesa, of Davis, Polk, Wardwell, Sunderland & Kiendl, New York City, of counsel. Carpenter, II, of Richards, Layton & Finger, Wilmington, for individual defendants. Albert Young, of Morford, Young & Conaway, Wilmington, Del., for Texas Instruments Incorporated.Įdmund N. Rosenthal, of Cohen & Morris, Wilmington, for plaintiff. ![]() ![]() ![]() Thomsen, and Texas Instruments Incorporated, Defendants.Ĭourt of Chancery of Delaware, New Castle. ![]()
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