Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.

On March 3, 2023, the Compensation Committee (the "Compensation Committee") of the board of directors (the "Board") of National Instruments Corporation (the "Company") approved a new form of Restricted Stock Unit Award Agreement for use in documenting grants of performance-based restricted stock units ("PRSUs") under the Company's 2022 Equity Incentive Plan (the "2022 Plan"), which form of award agreement will be used for grants made to the Company's eligible employees on or after March 3, 2023.

The updated form of PRSU award agreement under the 2022 Plan (i) amends the index group used to measure the Company's performance from the Russell 2000 Index to the NASDAQ Composite Index, and (ii) provides that the number of restricted stock units that may vest pursuant to an award agreement shall not exceed 100% of the target number of restricted stock units subject to such award if the Company's absolute total shareholder return is negative during the performance period for such award. The other terms of the updated form of PRSU award agreement remain unchanged from the Company's preexisting form of PRSU award agreement under the 2022 Plan.

The foregoing description of the updated form of PRSU award agreement under the 2022 Plan does not purport to be complete and is subject to, and qualified in their entirety by, reference to the full text of the updated form of PRSU award agreement, a copy of which is filed hereto as Exhibit 10.1, and incorporated herein by reference.


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Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.



Exhibit  Description
No.
  10.1   2023 Form of Restricted Stock Unit Award Agreement (Employee -
         Performance-Based Vesting Award)
104      Cover Page Interactive Data File (embedded within the Inline XBRL
         document)

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