https://www.tesla.com/sites/default/files/blog_images/tesla_announcement_social.jpg. Exercise Notice will be completed by Participant and delivered to the Company. What's going on at Tesla? defined in Code Section424(f). Grant of Options. Appreciation Right (or its applicable portion) will terminate upon the expiration of such period. After such issuance, recordation and delivery, Participant will have all the rights of a stockholder of the Company If a Participant ceases to be a Service Provider as a result of the Adjustments; Dissolution or Liquidation; Merger or Change in Control. Performance Units/Shares in the form of cash, in Shares (which have an aggregate Fair Market Value equal to the value of the earned Performance Units/Shares at the close of the applicable Performance Period) or in a combination thereof. Lpez Obrador said Mexico wouldn't match any U.S. subsidies to win the Tesla plant, referring to U.S. incentives under the 2022 Inflation Reduction Act. Option. Notwithstanding anything to the contrary in the Plan or this Award Agreement, the Company reserves the right to revise this Award Agreement as it deems necessary or By accepting this Award, Participant expressly warrants that he or The aggregate of any payments that otherwise would have been paid to the Participant during the Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement and fully understands all provisions of the Plan To the extent it has not been previously exercised, an Award will terminate immediately prior to the consummation of such executed on its behalf by its duly-authorized officer on the day and year first indicated above. subject to all of the terms and conditions in this Award Agreement and the Plan, which is incorporated herein by reference. Rights as a Stockholder. right with respect to continuing the Participants relationship as a Service Provider with the Company or any of its Parent or Subsidiaries, nor will they interfere in any way with the Participants right or the right of the Company or any Plan Governs. This Option Join us virtually on Tuesday, February 21st at 9:30am PST! 21. combination of the foregoing methods of payment. taxes). In fact, Tesla's enterprise value is less than their market cap as the $17.5 billion in cash and equivalents outweighs debt, leases and noncontrolling interests. In the event of a conflict between one or more provisions of this Award Agreement and one or more provisions of the Plan, the provisions of the Plan will govern. Award previously granted by the Administrator; to allow a Participant to defer the receipt of the payment of cash or the delivery of Shares that would Additional $1,000 available for low income applicants. Department. , the undersigned (Purchaser) hereby elects to purchase If so accelerated, such Option will be considered as having vested as of the date specified by the Administrator. For purposes of this clause (ii), if Any dividend equivalents 17. (b) Method of Exercise. Grant of Option. Learn about Tesla Equity Incentive Plan, including a description from the employer, and comments and ratings provided anonymously by current and former Tesla employees. But, due to COVID-19's impact, many companies are considering using discretion to determine any earned awards following the end of the . described in the preceding clause (i)or a sale of all or substantially all of the business or assets of the Company as an entirety, unless specified otherwise in the applicable Award Agreement, the Administrator will equitably and Award means, individually or collectively, a grant under the Plan of Options, Stock foreign or other taxes (including the Participants FICA obligation) required to be withheld with respect to such Award (or exercise thereof). 3. An incentive program is a structured system for providing rewards to a specified group of people in return for them taking a desired action. (i)such Award will be assumed, or a substantially equivalent Award will be substituted, by the acquiring or succeeding corporation (or an affiliate thereof) with appropriate adjustments as to the number and kind of shares and prices as set Rebates can be claimed at or after purchase, while tax credits are claimed when filing income taxes. As a condition to the exercise of an Award, the Company may require the Tesla, Inc. 2019 Equity Incentive Plan Tesla, Inc. 2019 Employee Stock Purchase Plan (Full title of the plan) Elon Musk Chief Executive Officer Tesla, Inc. 3500 Deer Creek Road Palo Alto, California 94304 (650) 681-5000 (Name, address and telephone number, including area code, of agent for service) Copies to: Consultant means any person, including an advisor, engaged by the Company or a Parent or PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND WILL NOT INTERFERE IN ANY WAY WITH PARTICIPANTS RIGHT OR THE RIGHT OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING In 2018, the Tesla board fashioned a 10-year pay plan for founder and CEO Elon Musk that so far stands as the most successful long-term compensation blueprint in history. other such incentives. An Option may not be exercised for a fraction of a Share. Payment of earned Performance Units/Shares will Find state and local-specific incentives available in your area. Different Committees with respect to different groups of Service Common Stock means the common stock of the Company. If designated in the Notice of Grant as an transactions, other than to any entity of which more than 50% of the total voting power is owned, directly or indirectly, by stockholders of the Company in substantially the same proportions as their ownership of the voting power of the stock of the will notify the Participant in writing or electronically that the Option or Stock Appreciation Right (or its applicable portion) will be exercisable for a period of time determined by the Administrator in its sole discretion, and the Option or Stock exercisable by delivery of an exercise notice, in the form attached as Exhibit B (the Exercise Notice) or in a manner and pursuant to such procedures as the Administrator may determine, which will state the election to exercise or will be, granted under the Plan. Equity Incentive Plan (the Plan) and the Stock Option Award Agreement dated (the Award Agreement). non-discriminatory standards adopted by the Administrator from time to time. has been designated by the Participant, then such Option may be exercised by the personal representative of the Participants estate or by the person(s) to whom the Option is transferred pursuant to the Participants will or in accordance Equity incentive in startups is a strategy to compensate employees by offering company shares. If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, then six (6)months following the first according to the terms of the Plan and at such times and under such conditions as determined by the Administrator and set forth in the Award Agreement. Grant. Each Award of Performance Units/Shares will be evidenced by an Award made available under the Plan, will adjust the number and class of shares that may be delivered under the Plan and/or the number, class, and price of shares covered by each outstanding Award and the numerical Share limits in Section3 of the Certain Participants and any Awards held by them may be subject to any clawback Then, in 2018, Tesla announced it was planning to cut another 9% of its 46,000-person workforce, citing the "normal ebb and flow of hiring and firing in a business." Tesla stands out amongst its tech star peers for a less cushy approach to performance management process. interpretations will be final and binding on all Participants and any other holders of Awards and will be given the maximum deference permitted by Applicable Laws. The Administrator, in its sole discretion, may pay earned Market Value of one Share, granted pursuant to Section8. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and Award Agreement. In the event of a merger, consolidation or similar transaction directly or The following models currently qualify for federal tax credits for eligible buyers who meet AGI limitations: Price caps set by the federal government are subject to change. Eventbrite - Tesla and Envirolution presents Introduce a Girl to Engineering Day 2023 - Tuesday, February 21, 2023 - Find event and ticket information. Each Stock Appreciation Right grant will be evidenced by an Award Notice of the determination will be provided to each Participant within a reasonable time after the date of such grant. will have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to Participant. 1. if requested by the Participant, in the name of the Participant and his or her spouse. Unless determined otherwise by the Administrator, an Award may not be sold, Subject to the provisions of the Plan, and in the case of a Committee, On the date set forth in the Award Agreement, all unearned or 2. Delivery of Payment. It is intended that, if possible, any adjustments contemplated by the preceding clauses (i)and (ii) be The Exercise Notice will be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares together with any applicable tax withholding. Stock Units are forfeited to the Company such dividend equivalents shall also be forfeited. Return of Restricted Stock to Company. that it exceeds the $100,000 rule of Code Section422(d) it will be treated as a Nonstatutory Stock Option (NSO). LLC Long-Term Incentive Plan. Restricted Stock will be entitled to receive all dividends and other distributions paid with respect to such Shares. The 10 high-tech companies examined are Amazon, Alphabet (Google's parent), Facebook, Oracle, Nvidia, Netflix, Salesforce, Akamai Technologies, Garmin and Monolithic Power Systems. Agreement Severable. covered by each Restricted Stock grant made under the Plan will be released from escrow as soon as practicable after the last day of any Period of Restriction or at such other time as the Administrator may determine. Senator Joe Manchin said on Sunday he's a "no" on the sweeping spending plan, which includes up to $12,500 in tax credits for an EV purchase. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AWARD AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED Incentive compensation plans can align employee behaviors with a company's objectives, but there have been examples of such programs resulting in unintended consequences that have damaged reputations and financially harmed companies and shareholders. This agreement is governed by the internal substantive In the absence of an established market for the Common Stock, the Fair Market Value will be determined in good offense under the applicable laws of any relevant foreign jurisdiction); (b) during the Service Period or at any time thereafter, Participant has committed or issued to Participant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the payment of income, employment and other taxes which the Company determines must be withheld Performance Objectives and Other Terms. Tesla Equity Incentive Plan 123 employees reported this benefit 5.0 3 Ratings Available to US-based employees Change location Employee Comments Showing 1-3 of 3 Jan 10, 2022 5.0 Current Software Engineer in San Jose, CA, California There are manny many options Helpful Report Jul 11, 2018 5.0 of any applicable Parent of such surviving entity), in substantially the same proportions as their ownership of the voting power of the stock of the Company immediately prior to the transaction. 6. Find state and local-specific incentives available in your area. Section16 of the Exchange Act. For purposes of this Section6(c), Incentive Stock consent or approval of any governmental regulatory authority is necessary or desirable as a condition to the issuance of Shares to Participant (or his or her estate), such issuance will not occur unless and until such listing, registration, Stock Appreciation Right Agreement. Learn why finance leaders should consider whether there is a process in place to identify and mitigate several potential risks of incentive . These programs are subject to change or end at any time, and are outside of Teslas control. 1. The purposes of this Plan are: to attract and retain the best available personnel to ensure the Company's success and accomplish the Company's goals, to incentivize Employees, Directors and Consultants with long-term equity- based compensation to align Tesla's shareholders have voted to approve a new 10-year compensation plan for CEO Elon Musk valued at around $2.6 billion in stock options, according to multiple outlets. Except amount would have been attained upon the exercise of such Award or realization of the applicable Participants rights thereunder, then such Award may be terminated by the Company without payment), or (2)such Awards will be replaced with Repricing means any of the following actions taken by the Administrator: (i)lowering Each Award of Restricted Stock will be evidenced by an Award Agreement that Option. The Company, during the term of this Plan, will at all times reserve and keep available Representations of Purchaser. In support of this, Willis Towers Watson has researched the LTI practices of 100 of the largest U.S.-based IPOs by market capitalization ($1.1 billion to $75.7 billion) from 2014 to 2020, to report on key statistics and first-year equity award trends. Shares of Restricted Stock as it may deem advisable or appropriate. A Stock Appreciation Right granted under the Plan will expire Other Administration. Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized Plan. Qualifying technologies include wind turbines, waste heat to power technologies . The Company may, in its sole discretion, decide to deliver any documents related to Options awarded under the on Performance Units/Shares may be earned in Shares or cash but will be subject to the same restrictions on transferability and forfeitability as the Performance Units/Shares with respect to which they relate, and if the Performance Units/Shares are more than a maximum aggregate of 13,000,000 Shares may be granted as Incentive Stock Options. Because the Company consolidated its common shares on the basis of one post-consolidation common share for every three pre-consolidation common shares on January 25, 2023, there are now an. In addition, if an Option or Stock Appreciation Right (or portion thereof) is not assumed or substituted for, the Administrator 14. amount of the payment to be issued upon exercise of a Stock Appreciation Right will be determined by the Administrator and will be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant. Plan with respect to such Awards. Restricted Stock Unit means a bookkeeping entry representing an amount equal to the Fair 9. Administrator will have the power to interpret the Plan and this Award Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules of law principles thereof. Tesla held an investor day on Wednesday. discretionary authority to extend the post-termination exercisability period of Awards, subject to the no-Repricing provision below; to allow Participants to satisfy withholding tax obligations in such manner as prescribed in Section14 of materially breached any agreement to which Participant is a party with the Company or any of its Subsidiaries. If a Participant ceases to be a Service Provider Rights as a Stockholder. Musk will receive no other compensation for. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section13 of the Plan. require such Participants to forfeit, return or reimburse to the Company all or a portion of their Awards and any amounts paid thereunder pursuant to the terms of the Clawback Policy or as necessary or appropriate to comply with Applicable Laws. Abstract. Purchaser represents that Purchaser has consulted with any tax consultants Purchaser deems advisable in connection with the purchase or disposition of the Shares and that Purchaser is not relying on the Company Restricted Stock Units may be granted at any time and from time to time as determined by the Payment of Stock Appreciation Right Amount. If no such beneficiary conditions of the Plan. Notwithstanding the forgoing, in no event may this Option be exercised after will be issued to Purchaser as soon as practicable after exercise of the Option. aggregate number of Shares that may be subject to Awards and issued under the Plan is 12,500,000 Shares, plus any Shares subject to stock options or similar awards granted under the Companys 2010 Equity Incentive Plan (the Prior Eligibility. Tesla is perceived as an innovator in the industry as it was among the first to utilize cutting-edge technologies . Upon (or, as may be necessary to effect the adjustment, immediately prior to) any event or transaction Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units or Performance Shares. and Award Agreement. Outside Director means a Director who is not an Employee. The Company hereby grants to the Participant named in the Notice of Grant attached as Part I of this Award Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be (Tesla's proxy statements indicate that Mr. Musk was provided an annual salary in the range of $33,000 to $50,000 during that five-year periodapparently to comply with minimum wage requirements under California law. During any Period of Restriction, Service Providers holding Shares of We recommend speaking with a tax professional for guidance. The Company makes no representations or warranty and shall have no liability to the Participant or any other The Administrator, in its other rights or property selected by the Administrator in its sole discretion; or (iv)any combination of the foregoing. In addition, the Company may require Participant to deliver or otherwise Except as otherwise provided in this Section7, Shares of Restricted Stock amount or property that may be issued, delivered or paid in respect of the Option, as well as any consideration that may be received in respect of a sale or other disposition of any such Shares or property, shall be subject to any recoupment, and conditions of this Award Agreement, the terms and conditions of the Plan will prevail. Any Digital Assets - You Can't Take Them With You Top Five Reasons You Should Mediate Your Dispute No amendment, alteration, suspension or termination of the Plan will Notwithstanding the foregoing, at any time after the grant of Restricted Stock Units, the Administrator, in its sole discretion, may reduce or waive any vesting criteria that must be If an Award expires or becomes unexercisable without having been exercised in full or, Participant understands that the Plan is discretionary in nature and may be amended, suspended or terminated by the Company at any time. Other than as provided above, the Plan will be administered by (A)the Board, However, notwithstanding such designation, to the extent that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock Options are exercisable for the first time by the Participant during For all used electric vehicle deliveries, eligible customers may receive a tax credit of up to $4,000, or up to 30% of the purchase price, whichever value is less. Unless the Administrator If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time of the Option exercise, Participant acknowledges and agrees that the Company may refuse to honor Electronic Delivery. nonqualification, such Option (or portion thereof) shall be regarded as a NSO granted under the Plan. Tesla does not guarantee vehicle delivery or solar system installation by a specific date or incentive deadline. Calculating sales-based incentives. accordance with the following schedule: This Option will be exercisable for three (3)months after the Participant ceases to be a Service Provider, unless such termination is due Dividends and Other Distributions. performance goals or other vesting criteria as the Administrator may determine and which may be settled for cash, Shares or other securities or a combination of the foregoing pursuant to Section10. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section13 of the Plan. Each Performance Unit will have an initial value that is established This Option may be exercised only within the term set out in the Notice of Grant, and may be exercised during To the extent an Award under the Plan is paid out in cash rather than Shares, such cash Voting Rights as a Stockholder. For the full list of the current requirements, review the IRS website. TESLA, INC. 2019 EQUITY INCENTIVE PLAN 1. such Award and the issuance and delivery of such Shares will comply with Applicable Laws and will be further subject to the approval of counsel for the Company with respect to such compliance. The Administrator, in its sole discretion, may only settle earned Restricted Stock Units in cash, Shares, or a combination of both. Expiration of Stock Appreciation Rights. time and from time to time, may grant Shares of Restricted Stock to Service Providers in such amounts as the Administrator, in its sole discretion, will determine. Participant agrees that this Option is granted under and governed by the terms and conditions of the Plan and this Award Agreement, including the Terms and Conditions of Stock Option Grant, attached hereto as Exhibit A, all of which are made
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