NATIONAL INSTRUMENTS CORP: Change of Director or Chief Executive Officer (Form 8-K)

Item 5.02 Departure of directors or certain officers; Election of directors;

          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.

At September 28, 2021, INSTRUMENTS-CORP-10156/news/NATIONAL-INSTRUMENTS-CORP-Change-in-Directors-or-Principal-Officers-form-8-K-36564272/xmltag.org”>National Instruments Corporation (“NI” or the “Company”) has entered into an employment contract (the “Employment Contract”) with Scott A. Rust, current senior vice president of NI, Global research and development, to employ M. Rust as Executive Vice President, Platform and Product of the Company, effective from October 1, 2021 (the “Effective Date”). The Compensation Committee of the Board (the “Compensation Committee”) has approved the terms of the employment contract. In accordance with the employment contract, M. Rust will receive an annual base salary of $ 425,000 (the “base salary”). Mr. Rust will be eligible to participate in the company’s executive incentive program (the “EIP”) with an annual objective of one hundred percent (100%) of base salary and provided that this annual objective is prorated by October 1, 2021 for the performance year 2021, with performance targets proportional to that of Mr. Rust position, as specified by the Compensation Committee from time to time, as the case may be. Insofar as Mr. Rust becomes eligible for any future share allocation, such allocation would be subject to the required approval of the Compensation Committee and to the relevant equity documents then in effect in the Company and to that of Mr. Rust continuous employment until the award date of the scholarship.

In the event that of Mr. Rust employment is terminated by NI without cause or Mr. Rust resigns for good reasons (as these terms are defined in the employment contract), provided that he performs and does not revoke a discharge of claims in favor of NI and that he complies with the other requirements of the employment contract, Mr. Rust shall be entitled to receive (i) continuous severance pay at a rate equal to one hundred percent (100%) of Mr. Rust’s base salary, as then in effect (less applicable deduction), for a period of twelve (12) months from the date of such termination, paid in accordance with the Company’s normal pay practices; (ii) to the extent that they are not already earned and accrued, a lump sum equivalent to one hundred percent (100%) of his PIE premium in effect at the time of the applicable termination or resignation, less the applicable withholding, which amount is to be paid at this time, annual bonuses are paid to other senior executives of the Company (for the avoidance of doubt, in any case Mr. Rust be entitled to more than one EIP bonus payment under the terms of this provision); (iii) accelerated acquisition of that of Mr. Rust outstanding Company service-based restricted stock units that would have vested if Mr. Rust remained employed by the Company for twelve (12) months after the date of termination of employment, and subject to any approval required by the Compensation Committee, such approval not to be unreasonably withheld; and (iv) provided that it elects in a timely manner continuity of health care coverage under the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”), reimbursement by the company of Mr. Rust for or the direct payment of its COBRA premiums (at the level of coverage in effect immediately before its termination) until the first of twelve (12) months following the date of termination or the date Mr. Rust becomes covered by similar plans. If the Company determines, in its sole discretion, that it cannot provide the above benefit related to COBRA bonuses without potentially violating, or being subject to excise tax under applicable law, the Company will provide instead a taxable monthly payment of an equivalent amount, which will be made regardless of whether Mr. Rust chooses COBRA and continues until the first of twelve (12) months following termination or date M. Rust becomes covered by similar plans.

Notwithstanding anything to the contrary in the preceding paragraph, if a termination described in the employment contract occurs in the period beginning three months before a change of control (as such term is defined in the employment contract) and ending twelve (12) months after a Change of Control, then M. Rust shall be entitled to receive the same compensation as described in the previous paragraph, except that the amount of compensation set out in (i) above will be paid in a lump sum on the sixtieth (60th) day following the date of termination. For the avoidance of doubt, that of Mr. Rust share allocations will remain subject to vesting in the event of a change of control or to other treatment as provided for in accordance with the terms of the Company’s share allocation plan and its share allocation agreements, if applicable, notwithstanding its eligibility to receive the acceleration of the acquisition set out in point (iii) above.

The employment contract replaces all previous employment contracts between M. Rust and the Company, including, but not limited to the RSU Acquisition Acceleration Agreement, between M. Rust and the Company, from
Feb. 26, 2016.

The foregoing description of the material terms of the employment contract is only a summary and is limited in its entirety by the terms of the employment contract, a copy of which will be filed with the NI Quarterly Report on Form 10-Q for the fiscal quarter ending September 30, 2021.

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