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                                                                EXHIBIT (c)(6)




                         TEXAS INSTRUMENTS INCORPORATED



                                           November 19, 1997


Mr. James D. Hood
V.P. Engineering
Amati Communications Corporation
2043 Samaritan Drive
San Jose, California 95124

Dear Mr. Hood:

                 It is our understanding that you were granted options to
purchase an aggregate of 180,000 shares of Amati Communications Corporation
("Amati") common stock at an exercise prices of $8.13.  It is also our
understanding that all of such options would become fully vested no later than
July 2, 1999.

                 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. James D. Hood
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/ JAMES D. HOOD
      11/18/97                                  --------------------------------
-------------------------                       James D. Hood
       Date                                     





