Thomas Benjamin - 11 Oct 2023 Form 4 Insider Report for NATIONAL INSTRUMENTS CORP

Footnote F1

Represents shares of common stock of National Instruments Corporation ("NI") disposed of pursuant to the Agreement and Plan of Merger, dated April 12, 2023, by and among NI, Emerson Electric Co. ("Emerson") and Emersub CXIV, Inc. (the "Merger Agreement"). Pursuant to the Merger Agreement, at the effective time of the merger contemplated thereby (the "Effective Time"), each share of NI common stock held by the reporting person was converted automatically into the right to receive $60.00 per share in cash (the "Merger Consideration").

Footnote F2

Pursuant to the Merger Agreement, at the Effective Time, stock units held by the reporting person and not granted under the NI 2010 Incentive Plan was converted into an award of Emerson time-based restricted stock units with respect to Emerson common stock ("Emerson Awards") of equivalent value and with the same terms and conditions as applied to such stock units immediately prior to the Effective Time. (cont'd)

Footnote F3

(cont'd) The number of shares of Emerson common stock subject to each such Emerson Award equals the number of shares of NI common stock subject to the corresponding NI award immediately prior to the Effective Time multiplied by an exchange ratio of 0.63146, which equals the quotient obtained by dividing (i) the Merger Consideration by (ii) the volume-weighted average closing price per share of Emerson common stock on the New York Stock Exchange for the five consecutive trading day period ending on the last trading day preceding the closing date, provided that, in the case of any NI restricted stock unit subject to performance goals that were incomplete as of the Effective Time, such performance goals were deemed satisfied at the target level at the Effective Time.

Footnote F4

Each NI performance-based restricted stock unit represents a contingent right to receive one share of NI common stock.

Footnote F5

Represents the target number of restricted stock units granted on March 3, 2023 under NI's 2022 Equity Incentive Plan, which would vest based on NI's total shareholder return percentile ranking relative to the companies in the Nasdaq Composite Index over a performance period consisting of the three years ended December 31, 2025, with the number of shares of NI common stock upon vesting ranging from 0% to 200% of target. Pursuant to the Merger Agreement, these restricted stock units were converted into Emerson Awards at the Effective Time as described in footnote 2 above.