NATI » Topics » Item 1.01. Entry into a Material Definitive Agreement.

This excerpt taken from the NATI 8-K filed May 13, 2005.

Item 1.01.    Entry into a Material Definitive Agreement.

On May 10, 2005, the stockholders of National Instruments Corporation (“NI”) approved and adopted the 2005 Incentive Plan (the “2005 Plan”) as presented at the NI 2005 annual meeting of stockholders upon the recommendation of the Board of Directors. The 2005 Plan replaces NI’s Amended and Restated 1994 Incentive Plan (the “1994 Plan”), which expires in May 2005, and provides for the grant of restricted stock and restricted stock units to eligible employees, directors and consultants. The Board of Directors authorized and reserved for issuance under the 2005 Plan 2,700,000 shares of Common Stock, plus the number of shares reserved but unissued under the 1994 Plan and any shares returned to the 1994 Plan as a result of termination of options or repurchase of shares issued under the 1994 Plan. The 2005 Plan is attached as Exhibit A to NI’s proxy statement dated and filed on April 4, 2005, prepared in connection with the 2005 annual meeting, and the material terms of the Plan are summarized in that proxy statement under the heading “Summary of the 2005 Plan.” Exhibit A to the proxy statement and the information contained under the above referenced heading in the proxy statement are incorporated herein by reference.

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