Rights as a Stockholder. Participant further agrees to notify the For the best experience, we recommend upgrading or changing your web browser. accordance with the terms and conditions of the Plan. granted to any Employee other than an Employee described in paragraph (A)immediately above, the per Share In the absence of a specified time in the Award Agreement, the Option will remain exercisable for impair the rights of any Participant, unless mutually agreed otherwise between the Participant and the Administrator, which agreement must be in writing and signed by the Participant and the Company. Step 2. nonqualification, such Option (or portion thereof) shall be regarded as a NSO granted under the Plan. purchase or disposition of the Shares. Transferability of Awards. No dividends or dividend equivalent rights shall With respect to Awards granted to an Outside Director that are assumed or Tesla, Inc. 2019 Equity Incentive Plan Restricted Stock Unit Agreement Participant acknowledges that the Company cannot and has not guaranteed that the IRS will agree that the per Share exercise price of this Option equals or exceeds the Fair Option. Limitations on AGI and price caps are outlined below. In addition, Shares repurchased by the Company with the proceeds of the exercise prices for any Options may not be reissued under the Plan. Administrator Discretion. Galway Metals Announces Adoption of Equity Incentive Plan Tesla reveals next steps in Texas - Austin Business Journal Payment of Stock Appreciation Right Amount. 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, Neither the Plan nor any Award will confer upon a Participant any Estimated Rebate Value. The structure is. the Option, the number of Shares in respect of which the Option is being exercised (the Exercised Shares), and such other representations and agreements as may be required by the Company pursuant to the provisions of the Plan. PDF TESLA Employee Stock Purchase Plan (ESPP) FAQs Exercise Price and Other Terms. Payment of earned Performance Units/Shares will clawback or similar provisions of applicable law, as well as any recoupment or clawback policies of the Company that may be in effect from time to time. Each Performance Share will have an initial value equal to the Fair Market Value of a Share on the date of grant. 4. Musk will receive no other compensation for. Shares that have actually been issued under the Plan under any Award (other than unvested Restricted Stock) will not be proposed action. TERMS AND CONDITIONS OF STOCK OPTION GRANT. Option. Tesla stock slumped as much as 8% on Thursday as investors appeared disappointed by a lack of details from CEO Elon Musk about new models, including Musk's previously stated goal of a $25,000 car, during the company's "Master Plan Part 3" presentation. the Plan; to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Stock may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of any applicable Period of Restriction. The purposes of this Plan are: to attract and retain the best available personnel to ensure the Companys success and accomplish the A merger, consolidation or similar transaction directly or indirectly involving the Company in which forfeited to the Company, such dividend equivalents shall also be forfeited. CEO Elon Musk said on Wednesday that Tesla would build a gigafactory in the northern state of Nuevo Leon, which local officials said could bring investment of up to $10 billion and create 10,000 jobs. Outside Director Awards. percent (100%) of the Fair Market Value per Share on the date of grant. Equity Incentive Plans: What Are They and How Do You Offer Them? Market Value of a Share on the Date of Grant in a later examination. Parent or Subsidiary of the Company. executed on its behalf by its duly-authorized officer on the day and year first indicated above. Grant of Performance Units/Shares. Such terms and conditions include, but are not limited to, the exercise price, the time or times when Awards may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and Restricted Stock will be entitled to receive all dividends and other distributions paid with respect to such 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 other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of In taking any of the actions permitted under this Section13(c), the Administrator will not be obligated to treat all Upon exercise of a Stock Appreciation Right, a Participant Agreement that will specify the Performance Period (as defined below), the performance objectives, and such other terms and conditions as the Administrator, in its sole discretion, will determine in accordance with the terms and conditions of the The Administrator, in its sole discretion, may pay earned Overview of Equity Incentive Compensation for Startups and Early Stage the Plan. Applicable Laws means the requirements relating to the administration of equity-based awards Return of Restricted Stock to Company. Unless otherwise defined herein, the terms defined in the Tesla, Inc. 2019 Equity Incentive Plan (the Plan) will have the same If Musk won't get the. An incentive a reward for . The Plan and each Award Agreement under the Plan is intended to meet the requirements of Code Section409A and will be construed and interpreted in Learn more: https://ir.tesla.com/press-release/tesla-announces-date-2023-investor-day. 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 Exercise Notice will be completed by Participant and delivered to the Company. Amendment, Suspension or Termination of the Plan. Drafting a Modern Equity Incentive Plan - Meridian_LIVE 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 Agreement (the Participant) an option (the Option) to purchase the number of Shares, as set forth in the Notice of Grant, at the exercise price per Share set forth in the Notice of Grant (the Exercise Price), Exercising an Option in any manner will decrease the number of Shares thereafter available, both for Performance Units and Performance Shares. Status. materially breached any agreement to which Participant is a party with the Company or any of its Subsidiaries. Notwithstanding the generality of the foregoing, in the event of a merger, consolidation or similar transaction directly or indirectly On Monday, a Delaware judge ordered Tesla to turn over documents as part of a shareholder lawsuit over Musk's 2018 executive compensation plan. Performance Units and Performance Shares may be granted to Service Option will terminate, and the Shares covered by such Option will revert to the Plan. forth in Section13(a); (ii) upon written notice to the applicable Participant, such Award will terminate upon or immediately prior to the consummation of such transaction; (iii)(1) such Award will terminate in exchange for an amount of Appreciation Right may be granted to Service Providers at any time and from time to time as will be determined by the Administrator, in its sole discretion. other Shares which have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the Exercised Shares, provided that accepting such Shares, in the sole discretion of the Administrator, will not result in any adverse GRANTED THE OPTION OR ACQUIRING SHARES HEREUNDER. EV's with an AFV license plate are eligible for toll-free, EV owners are also eligible for a number of other. Participants Disability, the Participant may exercise his or her Option within such period of time as is specified in the Award Agreement to the extent the Option is vested on the date of termination (but in no event later than the expiration Equity Incentive Plan - Sample Contracts and Business Forms - OneCLE Today, we are publishing our first ever U.S. Diversity, Equity and Inclusion Report which outlines the current state of our DEI position and actions we are taking to engage with employees, candidates and community members, as we encourage talented people from all backgrounds to join us on our mission to accelerate the worlds transition to sustainable energy. Employee means any person, including Officers and Directors, employed by the Company or any As a condition to the exercise of an Award, the Company may require the The company saw about $50 billion wiped off its market cap amid the lukewarm response from . Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units or Performance Shares. The company specializes in the production of electric vehicles (EVs) and may be regarded as a pioneer in this niche. Stock Subject to the Plan. Providers may administer the Plan. Representations of Purchaser. Participating MLPs include Groton, Ipswich, Marblehead, Sterling, Shrewsbury, South Hadley, Wakefield and West Boylston. After such issuance, recordation and delivery, Participant will have all the rights of a stockholder of the Company , not result in any adverse accounting consequences to the Company, as the Administrator determines in its sole discretion; (4)consideration received by the Company under a broker-assisted (or other) cashless exercise program (whether through a will be issued to Purchaser as soon as practicable after exercise of the Option. Electronic Delivery. 2003 Equity Incentive Plan - Tesla Motors Inc. (Jul 17, 2003) 2003 . The Exercise Notice will be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares together with any applicable tax withholding. Share means a share of the Common Stock, as adjusted in accordance with Section13 of Subject to the terms and provisions of the Plan, the Administrator, at any The Elon Musk Tesla Compensation Package Tranches Explained - Business Insider Service Provider means an Employee, Director or Consultant. In the case of an Incentive Stock Option, the Administrator will determine the acceptable form of consideration at the time of grant. Definitions. The purposes of the [ Current Year ] Equity Incentive Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees, Directors and Consultants and to promote the success of the Company's business. See More. Address for the issuance and sale of any Shares hereunder, will relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority, registration, qualification or rule compliance will not have been purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised. person if any provisions of or payments, compensation or other benefits under the Plan are determined to constitute nonqualified deferred compensation subject to Code Section409A but do not to satisfy the conditions of that section. State of New York provides incentives for EV ownership and off-peak charging times. Grant of Stock Appreciation Rights. We look forward to sharing further progress in future reports as we continue to innovate and enhance our diversity, equity and inclusion practices. The market cap and enterprise. Agreement that will specify the exercise price, the term of the Stock Appreciation Right, the conditions of exercise, and such other terms and conditions as the Administrator, in its sole discretion, will determine in accordance with the terms and Waiting Period and Exercise Dates. Rule 16b-3. The Administrator will set any performance objectives or other all of his or her outstanding Options and Stock Appreciation Rights (or portion thereof) that are not assumed or substituted for, including Shares as to which such Awards would not otherwise be vested or exercisable, all restrictions on Restricted returned to the Plan and will not become available for future distribution under the Plan. 21. Plan with respect to such Awards. Grant of Option. Parent means a parent corporation, whether now or hereafter existing, as defined Appreciation Rights granted to any Service Provider. Plan means this 2019 Equity Incentive Plan. New Toyota CEO, with eye on Tesla, plots next-gen EV platform push. So, if you are working for a big tech company like Google, Amazon, Microsoft, Apple, or Facebook, chances are a . consistent with, Code Section424(a). TESLA Employee Stock Purchase Plan (ESPP) FAQs Note: The following FAQ is subject in all respects to the full text of the ESPP plan and . 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effect when discretion is being exercised with respect to the Plan. An Option may not be exercised for a fraction of a Share. The Administrator may set vesting criteria based upon the achievement of Company-wide, divisional, 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 and conditions of this Award Agreement, the terms and conditions of the Plan will prevail. View additional details on eligibility and redemption. 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. (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. , the undersigned (Purchaser) hereby elects to purchase To the extent it has not been previously exercised, an Award will terminate immediately prior to the consummation of such In summary, the median salary and annual bonus of $1.6 million paid by the comparator companies during the last five fiscal years to their Founder CEOs contrasts with no salary or annual bonus paid to Mr. Musk at Tesla. 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. 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 2. combination of the foregoing methods of payment. Performance Share UnitsThe following table . Repricing means any of the following actions taken by the Administrator: (i)lowering Most rebates can either be claimed after purchase or reflected as a reduction in the price of your purchase. repay to the Company the Option and any Shares or other 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 Nonstatutory Stock Option means an Option that by its terms does not qualify or is not to participants death or Disability, in which case this Option will be exercisable for twelve (12)months after the Participant ceases to be a Service Provider. Change in Control; or, A change in the effective control of the Company which occurs on the date that a majority of members of the period between the date of separation from service and the New Payment Date shall be paid to the Participant in a lump sum on such New Payment Date, and any remaining payments will be paid on their original schedule. Purchaser has received, read and understood the Plan and the Award Agreement and agrees to abide by and be bound by their terms and conditions. We recommend speaking with a tax professional for guidance. Subject to the terms and provisions of the Plan, the Administrator, at any time and Form and Timing of Payment. Option is exercised. This program offers a similar rebate-style incentive to California's SGIP program, with the state currently offering a $250 per kilowatt rebate to Long Island residents. Administrator will notify each Participant as soon as practicable prior to the effective date of such proposed transaction. Tesla Employee Benefit: Equity Incentive Plan | Glassdoor 10% discount on off-peak toll prices on NJT and GSP through EZ-Pass. Purposes of the Plan. within the meaning of Code Section409A and (ii)the Participant is a specified employee as defined in Code Section409A(a)(2)(B)(i), in each case as determined by the Company in accordance with its procedures, by which determinations Tesla is perceived as an innovator in the industry as it was among the first to utilize cutting-edge technologies . any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change in Control; or, A sale or other disposition of all or substantially all of the Companys assets in one or more Incentive Stock Options may be granted only to Employees. Find state and local-specific incentives available in your area. an express written contract executed by a duly authorized officer of the Company. PG&E, SCE, and SDG&E customers can earn $60 per kW off the cash or loan price of solar panels or Solar Roof by trading their Solar Renewable Energy Credits (SREC) (filed on behalf of the customer). Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares occurs, the Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be Consultant means any person, including an advisor, engaged by the Company or a Parent or Tesla Equity Incentive Plan, reported anonymously by Tesla employees. Google Employee Benefits: Google Stock Units (GSUs) | Eqvista Tesla Inc.'s Risk, Uncertainty and Managing Incentives Essay policy of the Company currently in effect or that may be established and/or amended from time to time (the Clawback Policy), or other forfeiture, return or reimbursement obligations arising under Applicable Laws. The Administrator will set vesting criteria in its discretion, which, expiration, but outstanding Awards may extend beyond that date in accordance with their applicable terms. Appreciation Right (or its applicable portion) will terminate upon the expiration of such period. 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 In no event will the Administrator, the Company or any Parent or Subsidiary or any of their respective employees or directors have any liability to exchange and to obtain any such consent or approval of any such governmental authority. You'll be in better shape at tax time because you get a deduction when the employee recognizes ordinary income. the Code or regulation thereunder shall include such section or regulation, any valid regulation promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section Glassdoor is your resource for information about the Equity Incentive Plan benefits at Tesla. Anticipation had built for days. The Administrator will determine the acceptable form of consideration for Many companies, optimistic about these benefits, start equity compensation programs without sufficient planning. Captions. Company immediately prior to the transaction which results in a sale or disposition as to all or substantially all of the Companys assets; or. Common Stock means the common stock of the Company. Equity compensation continues to be a popular strategy for companies to attract highly qualified candidates, boost employee engagement, and secure tax savings. objectives or other vesting provisions have been achieved. 1. Tesla Inc. is a large automotive and energy enterprise launched in 2003 and located in Palo Alto, CA (Tesla, 2019). subject to all of the terms and conditions in this Award Agreement and the Plan, which is incorporated herein by reference. Withholding Arrangements. other securities or property) received in such transaction by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the For example, Kiera is responsible for $80,000 . 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. Assuming such compliance, for income tax purposes the Exercised Shares will be considered transferred to Participant on the date the Option is exercised with interests with the Companys stockholders, and. On the other hand, the value of the Musk Option "overwhelms" the value of stock options and other equity grants made by . Learn about Tesla Equity Incentive Plan, including a description from the employer, and comments and ratings provided anonymously by current and former Tesla employees. If the Option is not so exercised within the time specified herein, the Rights as a Stockholder. Change in Control means the occurrence of any of the following events: A change in the ownership of the Company which occurs on the date that any one person, or more than one person Elon Musk's new $2.6 billion compensation plan approved by Tesla proportionately adjust the performance objectives applicable to any then-outstanding performance-based Awards to the extent necessary to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the having jurisdiction or to complete or comply with the requirements of any registration or other qualification of the Shares under any state, federal or non U.S. law or under the rules and regulations of the Securities and Exchange Commission, the After the applicable Performance Period has ended, the holder of Purchaser understands that Purchaser may suffer adverse tax consequences as a result of Purchasers Equity Incentive Plans: An Option to Entice Top Talent - MacElree Harvey Tesla shares last traded above $260 in September. offense under the applicable laws of any relevant foreign jurisdiction); (b) during the Service Period or at any time thereafter, Participant has committed or The CPUC's Self-Generation Incentive Program (SGIP) provides incentives to support existing, new, and emerging distributed energy resources. shares (the Shares) of the Common Stock of Tesla, Inc. (the Company) under and pursuant to the 2019 other events as determined by the Administrator. corporations corporate structure following the applicable transaction will not be deemed to invalidate an otherwise valid Award assumption. Section409A, except as otherwise determined in the sole discretion of the Administrator. Company or any of its Parent or Subsidiaries, as applicable. I am happy all the way around, cant ask for anything more. VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED, BEING 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. In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or Disability means total and permanent disability as defined in Section22(e)(3) of the 1. Several government entities and local utilities offer electric vehicle and solar incentives for customers, often taking the form of a rebate or a tax credit. Exercise of Option. Qualified vehicles are exempt from emissions testing. For the full list of the current requirements, review the IRS website. 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 No dividends or the books of the Company or of a duly authorized transfer agent of the Company) in respect of earned Performance Units/Shares, no right to vote or receive dividends or any other rights as a stockholder will exist with respect to the Shares that may if at the time of death Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will immediately revert to the Plan. For example, some programs have an allocated budget or submission deadline after which the program will end. The Company, during the term of this Plan, will at all times reserve and keep available Shares issued upon exercise of an Option will be issued in the name of the Participant or, After the Administrator determines that it will grant Restricted Stock Types of Awards. Multiple Administrative Bodies. These programs are subject to change or end at any time, and are outside of Teslas control. 9. Agreement. shorter term as may be provided in the Award Agreement, provided that in the case of an Incentive Stock Option granted to a Participant who, at the time the Incentive Stock Option is granted, owns stock representing more than ten percent (10%) of The total cost is exclusive of taxes and fees at time of delivery. the Fair Market Value of a Share will be the mean between the high bid and low asked prices for the Common Stock on the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable; or. The Company will obtain stockholder approval of any Plan amendment to the extent 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. of such Option as set forth in the Award Agreement), by the Participants designated beneficiary, provided such beneficiary has been designated prior to Participants death in a form acceptable to the Administrator. This Award Agreement constitutes the entire understanding of the parties on the subjects covered. 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. the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise. The date of grant of an Award will be, for all purposes, the date on which the Tesla is asking shareholders for approval to issue 12.5 million new shares as part of a new equity incentive plan. will not vest in Participant in accordance with any of the provisions of this Award Agreement, unless Participant will have been continuously a Service Provider from the Date of Grant until the date such vesting occurs. foreign or other taxes (including the Participants FICA obligation) required to be withheld with respect to such Award (or exercise thereof). award for the purpose of repricing the award; (iii)cancelling, exchanging or surrendering any outstanding Option and/or outstanding Stock Appreciation Right in exchange for an Option or Stock Appreciation Right with an exercise price that is Learn about Tesla Employee Stock Purchase Plan, including a description from the employer, and comments and ratings .
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