Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
On March 23, 2017, National Instruments Corporation ("NI") announced the
appointment of Karen Rapp to serve as the Chief Financial Officer of NI,
commencing on May 9, 2017.
Ms. Rapp, age 49, joins NI from NXP Semiconductors N.V., a Dutch global
semiconductor manufacturer ("NXP"), where she served as Senior Vice President of
Corporate Development since NXP's acquisition of Freescale Semiconductor
("Freescale") in December 2015. Ms. Rapp previously served in several positions
at Freescale, including Vice President and Chief Information Officer from April
2013 to December 2015 and Director of Operations and Finance, Global Sales and
Marketing from April 2010 to April 2013. Ms. Rapp holds a bachelor's degree in
Finance from Northern Illinois University and an M.B.A. from the University of
Texas at Austin.
In connection with the appointment, NI entered into an offer letter with Ms.
Rapp dated March 22, 2017 (the "Offer Letter"). The material terms of the Offer
Letter are as follows:
In her role as Chief Financial Officer, Ms. Rapp will receive an annual base
salary of $375,000 (the "Base Salary"). Ms. Rapp will be eligible to participate
in NI's annual incentive program and receive an annual cash incentive bonus. The
initial target annual cash incentive shall be forty percent (40%) of the Base
NI shall pay Ms. Rapp a cash signing bonus in the amount of $40,000. If Ms. Rapp
voluntarily terminates her employment or is terminated for "cause" (as defined
in the Offer Letter) within two years from the start of her employment, she is
required to repay the amount of the signing bonus to NI.
Subject to the approval of the Compensation Committee of the Board of Directors
of NI, Ms. Rapp shall receive a grant of twenty thousand (20,000) restricted
stock units ("RSUs") under NI's 2015 Equity Incentive Plan (the "Plan"). The
RSUs will vest 25% annually, and if NI terminates Ms. Rapp without "cause" (as
defined in the Offer Letter) during the first two years of her employment, the
vesting will accelerate and the RSUs will become fully vested. The award will be
subject to the terms of the Plan and the related individual award agreement and
is conditional upon Ms. Rapp's continued employment with NI through the
designated award date.
The foregoing description of the Offer Letter is only a summary of the material
terms of the letter and the Offer Letter will be filed with NI's quarterly
report on Form 10-Q for the quarterly period ended March 31, 2017.
There were no arrangements or understandings between Ms. Rapp and any other
persons pursuant to which she was selected as NI's Chief Financial Officer.
There are no family relationships between Ms. Rapp and any director, executive
officer, or person nominated or chosen by NI to become a director or executive
officer of NI. NI has not entered into any transactions with Ms. Rapp that would
require disclosure pursuant to Item 404(a) of Regulation S-K.
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