UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
_____________________
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported)
October
22, 2008
_____________________
National
Instruments Corporation
(Exact
name of registrant as specified in its charter)
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Delaware
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000-25426
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74-1871327
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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11500
North MoPac Expressway
Austin,
Texas 78759
(Address
of principal executive offices, including zip code)
(512)
338-9119
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item
5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Amendment
to Long-Term Incentive Program
In 2004,
the Compensation Committee of the Board of Directors (“Compensation
Committee”) of National Instruments Corporation (the “Company”) established
the NI Long-Term Incentive Program (“LTIP”) under which
the Company’s executive officers could receive cash awards based on achievement
of performance goals. Under the LTIP, there is a five year
performance period beginning on January 1, 2004 and ending on December 31, 2008
(“Performance
Period”).
On
October 22, 2008, the Compensation Committee approved an amendment to the
LTIP. Prior to the amendment, the LTIP provided that payment of cash
incentive bonus would be made as soon as administratively practicable following
the release of final earnings for the last quarter of the Performance
Period. The LTIP also provided that the Compensation Committee, in
its sole discretion, could permit a requesting LTIP participant to receive in
December 2008, one half of the estimated cash incentive bonus, with any
remaining payout of the cash incentive bonus paid in early 2009 as normally
scheduled. The amendment modifies the LTIP to provide that the
Compensation Committee, in its sole discretion, may approve a payment in
December 2008 of 90% of the estimated cash incentive bonus, regardless of
whether a LTIP participant requests to receive payment in December
2008. The amendment may change the timing of the payments but will
not result in any increase in the total payments to any participant under the
LTIP.
Amendment
to Annual Incentive Program
NI
maintains an annual incentive cash bonus program (the “AIP”) for its
executives (other than Dr. Truchard, the Company’s President and Chief Executive
Officer), Business and Technology Fellows and Research and Development
Fellows. Under the AIP, each calendar year the Company’s President
and Board of Directors approves objectives for the AIP participants and
identifies the monetary amount to be awarded to an AIP participant corresponding
to the achievement of each of such participant’s objectives for the
year. At the end of the calendar year, the President and the
Compensation Committee meet to determine whether the objectives of each
individual AIP participant were met and thereafter will approve or disapprove
the payment of the annual incentive amounts based upon the achievement of such
objectives and the discretion of the Company’s President and Compensation
Committee.
On
October 22, 2008, the Compensation Committee approved an amendment to the
AIP. Prior to amendment, the AIP provided that payment of any cash
incentive bonus under the program would be made as soon as administratively
practicable following the calendar year once the Company’s books have been
closed and audited. The amendment modifies the AIP to provide that
the Compensation Committee shall also have the discretion to make payments of
any cash incentive bonus in the fourth quarter of the calendar year based upon
projected achievement levels (“Estimated Payment”)
rather than waiting until following the calendar year once the Company’s books
have been closed and audited. The payment of an Estimated Payment is
subject to a reconciliation after the Company’s books have been closed and
audited. If the Estimated Payment is less than the final amount due
to the AIP participant, an additional payment equal to the amount of the
shortfall shall be made to such participant. If the Estimated Payment
is more than the final amount due to the AIP participant, such participant shall
remit to the Company the amount of the overpayment. Thus, the
amendment may change the timing of the payments but will not result in any
increase in the total payments to any participant under the AIP.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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99.1
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Long-Term
Incentive Program, as amended
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99.2
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Annual
Incentive Program, as amended
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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NATIONAL
INSTRUMENTS CORPORATION
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By:
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/s/
DAVID G. HUGLEY
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David G.
Hugley
Vice
President & General Counsel and
Secretary
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Date: October
27, 2008
EXHIBIT
INDEX
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Exhibit No.
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Description
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99.1
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Long-Term
Incentive Program, as amended
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99.2
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Annual
Incentive Program, as
amended
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