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                                                                EXHIBIT (c)(5)


                         TEXAS INSTRUMENTS INCORPORATED



                                           November 19, 1997


Mr. Ronald Carlini
V.P. Business Development
Amati Communications Corporation
2043 Samaritan Drive
San Jose, California 95124

Dear Mr. Carlini:

                 It is our understanding that you were granted options to
purchase an aggregate of 190,000 shares of Amati Communications Corporation
("Amati") common stock on various dates at exercise prices ranging from $1.19
to $10.75.  It is also our understanding that all of such options would become
fully vested no later than July 27, 2000.

                 In connection with the acquisition of Amati by Texas
Instruments Incorporated ("TI"), your Amati options will be converted on the
closing date into options on TI common stock.  The number of shares covered by
the TI options will be determined by the exchange ratio contained in the merger
agreement and the per share option price shall be adjusted so that the
aggregate option price for the TI shares will be equal to the aggregate option
price of the Amati shares subject to your existing option.  The TI options
shall be subject to the same vesting schedule and other terms and conditions as
now exist in your outstanding Amati options.  In the event Amati or its
successor terminates your full-time employment with Amati and its affiliates
without cause following the acquisition, you will be retained as an employee on
an approved leave of absence until the date on which your TI converted options
are completely vested.

                 In consideration of the conversion of the Amati options into
TI options and the acquisition of the common stock of Amati by TI, you agree to
abide by the following non-competition and non-solicitation covenants through
the term of your employment with Amati or its successor and for a period of one
year following the termination of your full-time employment with Amati or its
successors for any reason.

                 You shall not own, directly or indirectly, a debt or equity
interest in or provide any labor or services (whether
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Mr. Ronald Carlini
November 19, 1997
Page 2


as an employee, consultant, partner, joint venturer, director, agent, trustee
or otherwise) to any person or entity that is engaged in the business of
developing, designing, manufacturing, marketing or selling digital signal
processing solutions and/or physical layer coding attributes of high speed
digital lines ("Competing Business"); provided, however, that the Employee
shall be permitted to own 5% or less of a Competing Business which is
publicly-traded entity or is a non-publicly traded entity (but the fair market
value of such interest in the non-publicly-traded entity is $50,000 or less).
You shall not directly or indirectly solicit, on behalf of yourself or any
person other than Amati or its successors, any customer of Amati or its
successors to purchase, lease, license or otherwise exploit any goods or
services that are similar to or competitive with any goods or services offered
(or then under active development) by Amati or its successor.  You shall not
directly or indirectly solicit, on behalf of yourself or any person other than
Amati or its successors, or assist any such person to solicit any employee of
Amati or its successors to terminate such employee's employment relationship
with Amati and its successors or provide any labor or services to any person or
entity other than Amati or its successors.

                 Please indicate your agreement with the terms and conditions
of the conversion of your options by affixing your signature to the enclosed
copy of this letter and returning the same to the undersigned as soon as
possible.

                                           Very truly yours,



                                           TEXAS INSTRUMENTS INCORPORATED



                                           By:  /s/ BARBARA GIBBS  
                                                --------------------------------
                                                Barbara Gibbs,
                                                Vice President, Corporate Staff

I agree to the foregoing
terms and conditions:

                                                /s/ RONALD CARLINI
       11/19/97                                 --------------------------------
--------------------------                      Ronald Carlini
       Date                                     





