Common use of Number of Restricted Stock Units Clause in Contracts

Number of Restricted Stock Units. «RSU_Shares» Vesting Commencement Date: May 1, 201[__] Vesting of Restricted Stock Units: The Restricted Stock Units will vest according to the following schedule: Subject to any accelerated vesting provisions in the Plan, the Restricted Stock Units will vest as follows: Ten percent (10%) of the Restricted Stock Units will vest on each anniversary of the Vesting Commencement Date, subject to Participant continuing to be an Employee through such dates, and satisfying the Full-Time Employment Requirement for an Eligible Vesting Year. Restricted Stock Units will not vest during any Eligible Vesting Year if for six months or more during such Eligible Vesting Year (i) Participant is on a Nonstatutory Leave of Absence, and/or (ii) Participant is not a Full-Time Employee (the “Full-Time Employment Requirement”). In the event that no Restricted Stock Units vest during an Eligible Vesting Year for failure to satisfy the Full-Time Employment Requirement (the “Forgone Annual Units”), then the Forgone Annual Units that fail to so vest will be eligible to vest in a subsequent Eligible Vesting Year during which the Full-Time Employment Requirement is satisfied; provided, however, that no more than one Eligible Vesting Year’s worth of Forgone Annual Units will be able to vest in any such subsequent Eligible Vesting Year; provided, further, that any Restricted Stock Units that fail to vest hereunder by the fifteenth (15th) anniversary of the Vesting Commencement Date will not be eligible to vest thereafter and will automatically be forfeited at no cost to the Company and the Participant will have no further rights with respect thereto. In addition to the vesting provided for above, each Eligible Vesting Year beginning with the Vesting Commencement Date, a number of Restricted Stock Units will become vested based upon the Company’s achievement of certain performance goals for the Fiscal Year that ends during an applicable Eligible Vesting Year as follows: Total Number of Restricted Stock Units subject to this Award x 0.1 x Earnings Attainment for applicable Fiscal Year x Sales Attainment for applicable Fiscal Year In order to be eligible for vesting acceleration pursuant to these performance-based vesting provisions for any Eligible Vesting Year, Participant must be an Employee through the end of such Eligible Vesting Year and must satisfy the Full-Time Employment Requirement for such Eligible Vesting Year. For these purposes, an “Eligible Vesting Year” means the period between May 1 through the following April 30 of each year from the Vesting Commencement Date through the fifteenth (15th) anniversary of the Vesting Commencement Date.

Number of Restricted Stock Units. «<<RSU_Shares» >> Vesting Commencement Date: May 1, 201200[__] Vesting of Restricted Stock Units: The Restricted Stock Units will vest according to the following schedule: Subject to any accelerated vesting provisions in the Plan, the Restricted Stock Units will vest as follows: Ten percent (10%) of the Restricted Stock Units will vest on each anniversary of the Vesting Commencement Date, subject to Participant continuing to be an Employee through such dates, and satisfying the Full-Time Employment Requirement for an Eligible Vesting Year. Restricted Stock Units will not vest during any Eligible Vesting Year if for six months or more during such Eligible Vesting Year (i) Participant is on a Nonstatutory Leave of Absence, and/or (ii) Participant is not a Full-Time Employee (the “"Full-Time Employment Requirement”"). In the event that no Restricted Stock Units vest during an Eligible Vesting Year for failure to satisfy the Full-Time Employment Requirement (the “"Forgone Annual Units”"), then the Forgone Annual Units that fail to so vest will be eligible to vest in a subsequent Eligible Vesting Year during which the Full-Time Employment Requirement is satisfied; provided, however, that no more than one Eligible Vesting Year’s 's worth of Forgone Annual Units will be able to vest in any such subsequent Eligible Vesting Year; provided, further, that any Restricted Stock Units that fail to vest hereunder by the fifteenth (15th) anniversary of the Vesting Commencement Date will not be eligible to vest thereafter and will automatically be forfeited at no cost to the Company and the Participant will have no further rights with respect thereto. In addition to the vesting provided for above, each Eligible Vesting Year beginning with the Eligible Vesting Commencement DateYear commencing on or following the Date of Grant, a number of Restricted Stock Units will become vested and exercisable based upon the Company’s 's achievement of certain performance goals for the Fiscal Year that ends during an applicable Eligible Vesting Year as follows: Total Number of Restricted Stock Units subject to this Award x 0.1 x Earnings Attainment for applicable Fiscal Year x Sales Attainment for applicable Fiscal Year In order to be eligible for vesting acceleration pursuant to these performance-based vesting provisions for any Eligible Vesting Year, Participant must be an Employee through the end of such Eligible Vesting Year and must satisfy the Full-Time Employment Requirement for such Eligible Vesting Year. For these purposes, an “"Eligible Vesting Year” " means the period between May 1 through the following April 30 of each year from the Vesting Commencement Date through the fifteenth (15th) anniversary of the Vesting Commencement Date. For these purposes, "Nonstatutory Leave of Absence" means any unpaid leave of absence approved by the Company that the Company is not required to provide to Participant pursuant to Applicable Law.

Number of Restricted Stock Units. «<<RSU_Shares» >> Vesting Commencement Date: May 1, 201200[__] Vesting of Restricted Stock Units: The Restricted Stock Units will vest according to the following schedule: Subject to any accelerated vesting provisions in the Plan, the Restricted Stock Units will vest as follows: Ten Twenty percent (1020%) of the Restricted Stock Units will vest on each anniversary of the Vesting Commencement Date, subject to Participant continuing to be an Employee through such dates, and satisfying the Full-Time Employment Requirement for an Eligible Vesting Year. Restricted Stock Units will not vest during any Eligible Vesting Year if for six months or more during such Eligible Vesting Year (i) Participant is on a Nonstatutory Leave of Absence, and/or (ii) Participant is not a Full-Time Employee (the “"Full-Time Employment Requirement”"). In the event that no Restricted Stock Units vest during an Eligible Vesting Year for failure to satisfy the Full-Time Employment Requirement (the “"Forgone Annual Units”"), then the Forgone Annual Units that fail to so vest will be eligible to vest in a subsequent Eligible Vesting Year during which the Full-Time Employment Requirement is satisfied; provided, however, that no more than one Eligible Vesting Year’s 's worth of Forgone Annual Units will be able to vest in any such subsequent Eligible Vesting Year; provided, further, that any Restricted Stock Units that fail to vest hereunder by the fifteenth (15th) anniversary of the Vesting Commencement Date will not be eligible to vest thereafter and will automatically be forfeited at no cost to the Company and the Participant will have no further rights with respect thereto. In addition to the vesting provided for above, each Eligible Vesting Year beginning with the Vesting Commencement Date, a number of Restricted Stock Units will become vested based upon the Company’s achievement of certain performance goals for the Fiscal Year that ends during an applicable Eligible Vesting Year as follows: Total Number of Restricted Stock Units subject to this Award x 0.1 x Earnings Attainment for applicable Fiscal Year x Sales Attainment for applicable Fiscal Year In order to be eligible for vesting acceleration pursuant to these performance-based vesting provisions for any Eligible Vesting Year, Participant must be an Employee through the end of such Eligible Vesting Year and must satisfy the Full-Time Employment Requirement for such Eligible Vesting Year. For these purposes, an “"Eligible Vesting Year” " means the period between May 1 through the following April 30 of each year from the Vesting Commencement Date through the fifteenth (15th) anniversary of the Vesting Commencement Date. For these purposes, "Nonstatutory Leave of Absence" means any unpaid leave of absence approved by the Company that the Company is not required to provide to Participant pursuant to Applicable Law.

Number of Restricted Stock Units. «<<RSU_Shares» >> Vesting Commencement Date: May 1, 201200[__] Vesting of Restricted Stock Units: The Restricted Stock Units will vest according to the following schedule: Subject to any accelerated vesting provisions in the Plan, the Restricted Stock Units will vest as follows: Ten Sixty percent (1060%) of the Restricted Stock Units will vest on the third anniversary of the Vesting Commencement Date and twenty percent (20%) of the Restricted Stock Units will vest on each anniversary of the Vesting Commencement DateDate thereafter, subject to Participant continuing to be an Employee through such dates, and satisfying the Full-Time Employment Requirement for an Eligible Vesting Year. Restricted Stock Units will not vest during any Eligible Vesting Year if for six months or more during such Eligible Vesting Year (i) Participant is on a Nonstatutory Leave of Absence, and/or (ii) Participant is not a Full-Time Employee (the “"Full-Time Employment Requirement”"). In the event that no Restricted Stock Units vest during an Eligible Vesting Year for failure to Participant does not satisfy the Full-Time Employment Requirement (for an Eligible Vesting Year, the “Forgone Annual Units”), then applicable vesting date(s) pursuant to the Forgone Annual Units that fail to so vest foregoing paragraph will be eligible to vest in a subsequent extended an additional year for each Eligible Vesting Year during for which the Full-Time Employment Requirement such requirement is not satisfied; provided, however, that no more than one Eligible Vesting Year’s worth of Forgone Annual Units will be able to vest in any such subsequent Eligible Vesting Year; provided, further, that any Restricted Stock Units that fail to vest hereunder by the fifteenth (15th) anniversary of the Vesting Commencement Date will not be eligible to vest thereafter and will automatically be forfeited at no cost to the Company and the Participant will have no further rights with respect thereto. In addition to the vesting provided for above, each Eligible Vesting Year beginning with the Vesting Commencement Date, a number of Restricted Stock Units will become vested based upon the Company’s achievement of certain performance goals for the Fiscal Year that ends during an applicable Eligible Vesting Year as follows: Total Number of Restricted Stock Units subject to this Award x 0.1 x Earnings Attainment for applicable Fiscal Year x Sales Attainment for applicable Fiscal Year In order to be eligible for vesting acceleration pursuant to these performance-based vesting provisions for any Eligible Vesting Year, Participant must be an Employee through the end of such Eligible Vesting Year and must satisfy the Full-Time Employment Requirement for such Eligible Vesting Year. For these purposes, an “"Eligible Vesting Year” " means the period between May 1 through the following April 30 of each year from the Vesting Commencement Date through the fifteenth (15th) anniversary of the Vesting Commencement Date.. For these purposes, "Full-Time Employee" means that Participant works in a position of employment with the Company or any Subsidiary of the Company in which Participant is regularly scheduled to work forty (40) or more hours per week. For these purposes, "Nonstatutory Leave of Absence" means any unpaid leave of absence approved by the Company that the Company is not required to provide to Participant pursuant to Applicable Law. Unless otherwise defined herein or in Appendix A, capitalized terms herein or in Appendix A will have the defined meanings ascribed to them in the Plan. Your signature below indicates your agreement and understanding that this Award is subject to all of the terms and conditions contained in Appendix A and the Plan. For example, important additional information on vesting and forfeiture of the Restricted Stock Units is contained in Sections 3 through 6 of Appendix A. PLEASE BE SURE TO READ ALL OF APPENDIX A, WHICH CONTAINS THE SPECIFIC TERMS AND CONDITIONS OF THIS AGREEMENT. NATIONAL INSTRUMENTS CORPORATION [NAME] [TITLE] PARTICIPANT <<First>> <<Middle>> <<Last>> Date: , 200 APPENDIX A TERMS AND CONDITIONS OF RESTRICTED STOCK UNITS Grant # <<RSU_Number>>

Number of Restricted Stock Units. «RSU_Shares» Vesting Commencement Date: May 1, 201[__] Vesting of Restricted Stock Units: The Restricted Stock Units will vest according to the following schedule: Subject to any accelerated vesting provisions in the Plan, the Restricted Stock Units will vest as follows: Ten Sixty percent (1060%) of the Restricted Stock Units will vest on the third anniversary of the Vesting Commencement Date and twenty percent (20%) of the Restricted Stock Units will vest on each anniversary of the Vesting Commencement DateDate thereafter, subject to Participant continuing to be an Employee through such dates, and satisfying the Full-Time Employment Requirement for an Eligible Vesting Year. Restricted Stock Units will not vest during any Eligible Vesting Year if for six months or more during such Eligible Vesting Year (i) Participant is on a Nonstatutory Leave of Absence, and/or (ii) Participant is not a Full-Time Employee (the “Full-Time Employment Requirement”). In the event that no Restricted Stock Units vest during an Eligible Vesting Year for failure to Participant does not satisfy the Full-Time Employment Requirement (for an Eligible Vesting Year, the “Forgone Annual Units”), then applicable vesting date(s) pursuant to the Forgone Annual Units that fail to so vest foregoing paragraph will be eligible to vest in a subsequent extended an additional year for each Eligible Vesting Year during for which the Full-Time Employment Requirement such requirement is not satisfied; provided, however, that no more than one Eligible Vesting Year’s worth of Forgone Annual Units will be able to vest in any such subsequent Eligible Vesting Year; provided, further, that any Restricted Stock Units that fail to vest hereunder by the fifteenth (15th) anniversary of the Vesting Commencement Date will not be eligible to vest thereafter and will automatically be forfeited at no cost to the Company and the Participant will have no further rights with respect thereto. In addition to the vesting provided for above, each Eligible Vesting Year beginning with the Vesting Commencement Date, a number of Restricted Stock Units will become vested based upon the Company’s achievement of certain performance goals for the Fiscal Year that ends during an applicable Eligible Vesting Year as follows: Total Number of Restricted Stock Units subject to this Award x 0.1 x Earnings Attainment for applicable Fiscal Year x Sales Attainment for applicable Fiscal Year In order to be eligible for vesting acceleration pursuant to these performance-based vesting provisions for any Eligible Vesting Year, Participant must be an Employee through the end of such Eligible Vesting Year and must satisfy the Full-Time Employment Requirement for such Eligible Vesting Year. For these purposes, an “Eligible Vesting Year” means the period between May 1 through the following April 30 of each year from the Vesting Commencement Date through the fifteenth (15th) anniversary of the Vesting Commencement Date.

Number of Restricted Stock Units. «RSU_Shares» Vesting Commencement Date: May 1, 201[__] Vesting of Restricted Stock Units: The Restricted Stock Units will vest according to the following schedule: Subject to any accelerated vesting provisions in the Plan, the Restricted Stock Units will vest as follows: Ten Twenty percent (1020%) of the Restricted Stock Units will vest on each anniversary of the Vesting Commencement Date, subject to Participant continuing to be an Employee through such dates, and satisfying the Full-Time Employment Requirement for an Eligible Vesting Year. Restricted Stock Units will not vest during any Eligible Vesting Year if for six months or more during such Eligible Vesting Year (i) Participant is on a Nonstatutory Leave of Absence, and/or (ii) Participant is not a Full-Time Employee (the “Full-Time Employment Requirement”). In the event that no Restricted Stock Units vest during an Eligible Vesting Year for failure to satisfy the Full-Time Employment Requirement (the “Forgone Annual Units”), then the Forgone Annual Units that fail to so vest will be eligible to vest in a subsequent Eligible Vesting Year during which the Full-Time Employment Requirement is satisfied; provided, however, that no more than one Eligible Vesting Year’s worth of Forgone Annual Units will be able to vest in any such subsequent Eligible Vesting Year; provided, further, that any Restricted Stock Units that fail to vest hereunder by the fifteenth (15th) anniversary of the Vesting Commencement Date will not be eligible to vest thereafter and will automatically be forfeited at no cost to the Company and the Participant will have no further rights with respect thereto. In addition to the vesting provided for above, each Eligible Vesting Year beginning with the Vesting Commencement Date, a number of Restricted Stock Units will become vested based upon the Company’s achievement of certain performance goals for the Fiscal Year that ends during an applicable Eligible Vesting Year as follows: Total Number of Restricted Stock Units subject to this Award x 0.1 x Earnings Attainment for applicable Fiscal Year x Sales Attainment for applicable Fiscal Year In order to be eligible for vesting acceleration pursuant to these performance-based vesting provisions for any Eligible Vesting Year, Participant must be an Employee through the end of such Eligible Vesting Year and must satisfy the Full-Time Employment Requirement for such Eligible Vesting Year. For these purposes, an “Eligible Vesting Year” means the period between May 1 through the following April 30 of each year from the Vesting Commencement Date through the fifteenth (15th) anniversary of the Vesting Commencement Date.