RECITALSLoan Agreement • March 23rd, 2000 • National Instruments Corp /De/ • Computer peripheral equipment, nec • Texas
EXHIBIT 10.4 AGREEMENT REGARDING TERMS OF EMPLOYMENT National Instruments Corporation (the "Company") and Mihir Ravel ("you" or "Ravel" ) agree on the following terms of employment as of this 18th day of April, 2000: 1. Position. Starting April 18,...Agreement • January 28th, 2003 • National Instruments Corp /De/ • Services-prepackaged software • Texas
LOAN AGREEMENT This Loan Agreement (this "Agreement") dated as of June 30, 1998, by and between NationsBank, N.A., a national banking association ("Bank") and National Instruments Corporation, a Delaware corporation ("Borrower"). In consideration of...Loan Agreement • August 14th, 1998 • National Instruments Corp /De/ • Computer peripheral equipment, nec • Texas
Rights AgreementRights Agreement • January 13th, 2023 • National Instruments Corp • Services-prepackaged software • Delaware
This Rights Agreement (this “Agreement”) is dated as of January 13, 2023, between National Instruments Corporation, a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, as rights agent (the “Rights Agent”).
andPreferred Stock Rights Agreement • January 28th, 2004 • National Instruments Corp /De/ • Services-prepackaged software • Delaware
AGREEMENT AND PLAN OF MERGER by and among EMERSON ELECTRIC CO., EMERSUB CXIV, INC. and NATIONAL INSTRUMENTS CORPORATION Dated as of April 12, 2023Agreement and Plan of Merger • April 12th, 2023 • National Instruments Corp • Services-prepackaged software • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of April 12, 2023 (this “Agreement”), by and among Emerson Electric Co., a Missouri corporation (“Parent”), Emersub CXIV, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and National Instruments Corporation, a Delaware corporation (the “Company”). Parent, Merger Sub, and the Company are referred to herein as the “parties” and each, a “party.”
AMENDED AND RESTATED COLLATERAL AGREEMENTCollateral Agreement • June 23rd, 2021 • National Instruments Corp • Services-prepackaged software • New York
AMENDED AND RESTATED COLLATERAL AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of June 18, 2021, by and among NATIONAL INSTRUMENTS CORPORATION, a Delaware corporation (the “Borrower”), and any Additional Grantor (as defined below) who may become party to this Agreement (such Additional Grantors, collectively with the Borrower, the “Grantors”), in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the “Administrative Agent”) for the benefit of the Secured Parties.
FORConstruction Contract • August 8th, 1997 • National Instruments Corp /De/ • Computer peripheral equipment, nec • Texas
NATIONAL INSTRUMENTS CORPORATION Restricted Stock Unit Award Agreement (Newly Hired Employee) Grant Number: «RSU_Number»Restricted Stock Unit Award Agreement • August 2nd, 2006 • National Instruments Corp /De/ • Services-prepackaged software
National Instruments Corporation (the “Company”) hereby grants you, «First» «Middle» «Last» (the “Participant”), an award of restricted stock units (“Restricted Stock Units”) under the National Instruments Corporation 2005 Incentive Plan (the “Plan”). Subject to the provisions of Appendix A (attached) and of the Plan, the principal features of this Award are as follows:
NATIONAL INSTRUMENTS CORPORATION Restricted Stock Unit Award Agreement (Employee – Time-Based Vesting Award)Restricted Stock Unit Award Agreement • May 12th, 2022 • National Instruments Corp • Services-prepackaged software
National Instruments Corporation (the “Company”) hereby grants you, «First» «Middle» «Last» (the “Participant”), an award of restricted stock units (“Restricted Stock Units”) under the National Instruments Corporation 2022 Equity Incentive Plan (the “Plan”). Subject to the provisions of Appendix A (attached) and of the Plan, the principal features of this Award are as follows:
Form of Restricted Stock Unit Award Agreement (Performance Vesting) Grant Number: «RSU Number»Restricted Stock Unit Award Agreement • April 25th, 2014 • National Instruments Corp /De/ • Services-prepackaged software
National Instruments Corporation (the “Company”) hereby grants you, «First» «Middle» «Last» (the “Participant”), an award of restricted stock units (“Restricted Stock Units”) under the National Instruments Corporation 2010 Incentive Plan (the “Plan”). Capitalized terms not otherwise defined herein will have the meanings in the Plan. Subject to the provisions of Appendix A (attached) and of the Plan, the principal features of this Award are as follows:
NATIONAL INSTRUMENTS CORPORATION EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 28th, 2023 • National Instruments Corp • Services-prepackaged software • Texas
This Executive Employment Agreement (this “Agreement”) by and between Thomas Benjamin (“Executive”) and National Instruments Corporation (“Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”) is dated to be effective as of April 25, 2023 (the “Effective Date”).
NATIONAL INSTRUMENTS CORPORATION Restricted Stock Unit Award Agreement (Non- Employee Director) Grant Number: <<RSU_Number>>Restricted Stock Unit Award Agreement • August 5th, 2005 • National Instruments Corp /De/ • Services-prepackaged software
National Instruments Corporation (the "Company") hereby grants you, <<First>> <<Middle>> <<Last>> (the "Participant"), an award of restricted stock units ("Restricted Stock Units") under the National Instruments Corporation 2005 Stock Incentive Plan (the "Plan"). The date of this Restricted Stock Unit Award Agreement is ____________, 200__ (the "Award Agreement"). Subject to the provisions of Appendix A (attached) and of the Plan, the principal features of this Award are as follows:
NATIONAL INSTRUMENTS CORPORATION Restricted Stock Unit Award Agreement (Employee – Performance-Based Vesting Award)Restricted Stock Unit Award Agreement • March 3rd, 2023 • National Instruments Corp • Services-prepackaged software
National Instruments Corporation (the “Company”) hereby grants you, «First» «Middle» «Last» (the “Participant”), an award of restricted stock units (“Restricted Stock Units”) under the National Instruments Corporation 2022 Equity Incentive Plan (the “Plan”). Subject to the provisions of Appendix A (attached) and of the Plan, the principal features of this Award are as follows:
RSU VESTING ACCELERATION AGREEMENTRsu Vesting Acceleration Agreement • May 2nd, 2016 • National Instruments Corp • Services-prepackaged software • Texas
THIS RSU VESTING ACCELERATION AGREEMENT (this “Agreement”) is entered into by and between National Instruments Corporation, a Delaware corporation (the “Company”), and Eric H. Starkloff (“Executive”) effective as of February 26, 2016 (the “Effective Date”).
SHARE PURCHASE AGREEMENT by and among National Instruments Israel Ltd., a company organized under the laws of Israel, Optimal Plus Ltd., a company organized under the laws of Israel, the Company Shareholders, National Instruments Corporation, a...Share Purchase Agreement • August 4th, 2020 • National Instruments Corp • Services-prepackaged software • Delaware
THIS SHARE PURCHASE AGREEMENT (this "Agreement") is made and entered into as of May 27, 2020 (the "Agreement Date"), by and among National Instruments Israel Ltd., a company organized under the laws of Israel ("Acquirer"), and a direct wholly-owned subsidiary of National Instruments Corporation, a Delaware corporation ("Parent"), Optimal Plus Ltd., a company organized under the laws of Israel (the "Company"), the Company Shareholders set forth on Schedule A, Parent, solely for the purposes of the representations, warranties and covenants, as applicable, of Parent under ARTICLE 4, Section ˝6.2, Section ˝6.4(b), Section 6.11(d), Section 6.12, and Section 6.17 of this Agreement, and Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as the representative, exclusive agent and attorney-in-fact of the Company Securityholders (the "Shareholders’ Agent"). Certain other capitalized terms used herein are defined in Exhibit A.
Restricted Stock Unit Award AgreementRestricted Stock Unit Award Agreement • May 1st, 2019 • National Instruments Corp • Services-prepackaged software
National Instruments Corporation (the “Company”) hereby grants you, «First» «Middle» «Last» (the “Participant”), an award of restricted stock units (“Restricted Stock Units”) under the National Instruments Corporation 2015 Equity Incentive Plan (the “Plan”). Subject to the provisions of Appendix A (attached) and of the Plan, the principal features of this Award are as follows:
NATIONAL INSTRUMENTS CORPORATION Restricted Stock Unit Award Agreement (Non- Employee Director) Grant Number: «RSU_Number»Restricted Stock Unit Award Agreement • August 2nd, 2006 • National Instruments Corp /De/ • Services-prepackaged software
National Instruments Corporation (the “Company”) hereby grants you, «First» «Middle» «Last» (the “Participant”), an award of restricted stock units (“Restricted Stock Units”) under the National Instruments Corporation 2005 Incentive Plan (the “Plan”). Subject to the provisions of Appendix A (attached) and of the Plan, the principal features of this Award are as follows:
THIRD AMENDMENT TO LOAN AGREEMENTLoan Agreement • April 20th, 2020 • National Instruments Corp • Services-prepackaged software • New York
THIS THIRD AMENDMENT TO LOAN AGREEMENT (this "Amendment"), dated as of April 16, 2020, is by and among National Instruments Corporation, a Delaware corporation (the "Borrower"), the Guarantors party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION (the "Lender"). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Loan Agreement.
NATIONAL INSTRUMENTS CORPORATION Restricted Stock Unit Award Agreement (Non- Employee Director)Restricted Stock Unit Award Agreement • May 12th, 2022 • National Instruments Corp • Services-prepackaged software
National Instruments Corporation (the “Company”) hereby grants you, «First» «Middle» «Last» (the “Participant”), an award of restricted stock units (“Restricted Stock Units”) under the National Instruments Corporation 2022 Equity Incentive Plan (the “Plan”). Subject to the provisions of Appendix A (attached) and of the Plan, the principal features of this Award are as follows:
SECOND AMENDMENT TO LOAN AGREEMENTLoan Agreement • May 1st, 2018 • National Instruments Corp • Services-prepackaged software • New York
THIS SECOND AMENDMENT TO LOAN AGREEMENT (this “Amendment”), dated as of April 27, 2018, is by and among NATIONAL INSTRUMENTS CORPORATION, a Delaware corporation (the “Borrower”), the Guarantors party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Lender”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Loan Agreement.
Adoption Pursuant to the Terms of the Merger Agreement] [DATE] Notice of Amendment of LTI AwardsNational Instruments Corp • July 28th, 2023 • Services-prepackaged software
On April 12, 2023, National Instruments Corporation (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Emerson Electric Co. (“Emerson”), pursuant to which the Company will become a wholly owned subsidiary of Emerson. This notice amends the terms of all outstanding cash-based long-term incentive awards and restricted stock unit awards granted by the Company that will not be settled upon the closing (the “Closing”) of the transactions contemplated by the Merger Agreement and applies to any cash-based long-term incentive awards or restricted stock unit awards that may be granted by the Company following the date of this notice and prior to the Closing and that will not be settled upon the Closing (such awards collectively, the “LTI Awards”), in each case effective upon and subject to the Closing.
SEPARATION AGREEMENT AND RELEASESeparation Agreement and Release • May 7th, 2020 • National Instruments Corp • Services-prepackaged software • Texas
This Separation Agreement and Release ("Separation Agreement") is made by and between Alexander M. Davern ("Executive") and National Instruments Corporation (the "Company") (collectively referred to as the "Parties" or individually referred to as a "Party"). Terms capitalized herein but not defined herein shall have the meanings given to them in that certain Transition Agreement by and between the Parties to which this Exhibit is attached (the "Transition Agreement").
AMENDMENT NO. 1 TO RIGHTS AGREEMENTRights Agreement • April 12th, 2023 • National Instruments Corp • Services-prepackaged software
THIS AMENDMENT No. 1 (this “Amendment”), dated as of April 12, 2023, amends the Rights Agreement, dated as of January 13, 2023 (the “Rights Agreement”) between National Instruments Corporation, a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally charted trust company, as rights agent (the “Rights Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Rights Agreement.
NATIONAL INSTRUMENTS CORPORATION EXECUTIVE EMPLOYMENT AGREEMENTEmployment Agreement • February 20th, 2020 • National Instruments Corp • Services-prepackaged software • Texas
This Employment Agreement (this “Agreement”) is entered into by and between Eric Starkloff (“Executive”) and National Instruments Corporation (“Company”) is entered into as of October 28, 2019, and will become effective on February 1, 2020 (the “Effective Date”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 4th, 2020 • National Instruments Corp • Services-prepackaged software • Delaware
This INDEMNIFICATION AGREEMENT (the "Agreement") is made and entered into as of this _________, 2020, by and among National Instruments Corporation, a Delaware corporation (the "Company"), and _____________ ("Indemnitee").
NATIONAL INSTRUMENTS CORPORATION Restricted Stock Unit Award Agreement (Israel Employee – Time-Based Vesting Award) (UNDER 102 CAPITAL GAINS TRACK) Grant Number: «RSU_Number»Restricted Stock Unit Award Agreement • August 4th, 2020 • National Instruments Corp • Services-prepackaged software
National Instruments Corporation (the “Company”) hereby grants you, «First» «Middle» «Last» (the “Participant”), an award of restricted stock units (“Restricted Stock Units”) under the National Instruments Corporation 2020 Equity Incentive Plan and the Sub-Plan for Israeli Participants (collectively, the “Plan”). Subject to the provisions of Appendix A (attached) and of the Plan, the principal features of this Award are as follows:
NATIONAL INSTRUMENTS CORPORATION Restricted Stock Unit Award Agreement (Performance Vesting – Threshold Performance Goal) Grant Number: «RSU_Number»National Instruments Corp /De/ • July 31st, 2015 • Services-prepackaged software
National Instruments Corporation (the “Company”) hereby grants you, «First» «Middle» «Last» (the “Participant”), an award of restricted stock units (“Restricted Stock Units”) under the National Instruments Corporation 2015 Equity Incentive Plan (the “Plan”). Subject to the provisions of Appendix A (attached) and of the Plan, the principal features of this Award are as follows:
GUARANTY AGREEMENT dated as of June 12, 2020 by and among Certain Domestic Subsidiaries of NATIONAL INSTRUMENTS CORPORATION, as Guarantors, in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative AgentGuaranty Agreement • August 4th, 2020 • National Instruments Corp • Services-prepackaged software • New York
THIS GUARANTY AGREEMENT (this "Guaranty"), dated as of June 12, 2020, is made by certain Domestic Subsidiaries of NATIONAL INSTRUMENTS CORPORATION, a Delaware corporation (such Domestic Subsidiaries, collectively, the "Guarantors" and each, a "Guarantor"), in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the "Administrative Agent"), for the benefit of itself and the Secured Parties.
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • October 30th, 2020 • National Instruments Corp • Services-prepackaged software • New York
THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of October 30, 2020, is by and among NATIONAL INSTRUMENTS CORPORATION, a Delaware corporation (the “Borrower”), the Guarantors party hereto, the Lenders (as defined below) party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement.
Employment AgreementEmployment Agreement • October 31st, 2016 • National Instruments Corp • Services-prepackaged software • Texas
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into August 29, 2016 and made effective as of January 1, 2017 (the “Effective Date”), by and between National Instruments Corporation, a corporation organized under the laws of the State of Delaware (the “Company”), and Alexander M. Davern (“Executive”) (the Company and Executive are sometimes collectively referred to herein as the “Parties” and individually as a “Party”), all with reference to the following:
Restricted Stock Unit Award Agreement (Time-Based and Performance-Based)Restricted Stock Unit Award Agreement • January 28th, 2019 • National Instruments Corp • Services-prepackaged software
National Instruments Corporation (the "Company") hereby grants you, «First» «Middle» «Last» (the "Participant"), an award of restricted stock units ("Restricted Stock Units") under the National Instruments Corporation 2015 Equity Incentive Plan (the "Plan"). Subject to the provisions of Appendices A through C (attached) and of the Plan, the principal features of this Award are as follows:
TRANSITION AGREEMENTTransition Agreement • February 20th, 2020 • National Instruments Corp • Services-prepackaged software • Texas
This Transition Agreement (“Agreement”) is entered into by and between Alexander M. Davern (“Executive”) and National Instruments Corporation (“Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”) as of October 28, 2019 (the “Effective Date”).
NATIONAL INSTRUMENTS CORPORATION EXECUTIVE EMPLOYMENT AGREEMENTNational Instruments Corporation • November 1st, 2021 • National Instruments Corp • Services-prepackaged software • Texas
This Employment Agreement (this “Agreement”) by and between Scott Rust (“Executive”) and National Instruments Corporation (“Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”) is dated to be effective as of October 1, 2021 (the “Effective Date”).
FIRST AMENDMENT TO LOAN AGREEMENTLoan Agreement • October 30th, 2015 • National Instruments Corp /De/ • Services-prepackaged software • New York
THIS FIRST AMENDMENT TO LOAN AGREEMENT (this “Amendment”), dated as of October 29, 2015, is by and among NATIONAL INSTRUMENTS CORPORATION, a Delaware corporation (the “Borrower”), the Guarantors party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Lender”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Loan Agreement.
