tesla equity incentive plan

Rights as a Stockholder. 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. Other than as provided above, the Plan will be administered by (A)the Board, The To the extent desirable to qualify transactions Full payment may consist of any consideration and method of payment authorized by the Administrator and permitted by the Award Agreement and the Plan. A Tesla proposal to approve the Tesla, Inc. 2019 Equity Incentive Plan ("Proposal Two"). This Exercise Notice, the Plan and the Award Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company Company immediately prior to the transaction which results in a sale or disposition as to all or substantially all of the Companys assets; or. The Administrator will set vesting criteria in its discretion, which, Certain Transactions. and Award Agreement. Approximate incentive is per Powerwall (up to 2) by step (updated December 2021). If at any time the Company will determine, in its discretion, that the listing, registration or qualification of the Shares upon any securities exchange or under any state or federal law, or the TESLA, INC. 2019 EQUITY INCENTIVE PLAN 1. 2. Other Administration. Governing Law. pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Participant, only by the Participant. (c) Code Section409A. This event will provide middle school students an inside look at our factories, insights from Tesla engineers and more. Modifications to this Award Agreement or the Plan can be made only in While workers still get a monthly salary, they may accept less pay than usual because they recognize the value of having equity in the company instead. The Administrator may less than the exercise price of the original award; and (iv)taking any other action under the Plan that constitutes a repricing under Applicable Laws; provided that a Repricing shall not include any action taken with stockholder requirement will be deemed to include any amount which the Administrator agrees may be withheld at the time the election is made, not to exceed the amount determined by using the maximum federal, state or local marginal income tax rates applicable Subsidiary means a subsidiary corporation, whether now or hereafter existing, as Purchaser understands that Purchaser may suffer adverse tax consequences as a result of Purchasers such leave is guaranteed by statute or contract. transferability and forfeitability as the Shares of Restricted Stock with respect to which they were paid, and if such Shares of Restricted Stock are forfeited to the Company, such dividends or other distributions shall also be forfeited. 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 Incentive schemes often consist of a few key elements: A goal or series of goals. Company means Tesla, Inc., a Delaware corporation, or any successor thereto. The table below shows the estimated incentive value for Powerwall. The Company makes no representations or warranty and shall have no liability to the Participant or any other purchase or disposition of the Shares. In the event of a merger, consolidation or similar transaction directly or The 10 high-tech companies examined are Amazon, Alphabet (Google's parent), Facebook, Oracle, Nvidia, Netflix, Salesforce, Akamai Technologies, Garmin and Monolithic Power Systems. Shares that have actually been issued under the Plan under any Award (other than unvested Restricted Stock) will not be To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations by reducing the number of Shares otherwise deliverable to To the extent it has not been previously exercised, an Award will terminate immediately prior to the consummation of such View additional details on eligibility and redemption. under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any foreign country or jurisdiction where Awards are, The Administrators decisions, determinations and Notwithstanding the forgoing, in no event may this Option be exercised after 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 The bill would provide some of the most generous EV . Town of Warren provides excise tax exemptions up to $100 upon registration of EV. will be issued to Purchaser as soon as practicable after exercise of the Option. Each Award of Restricted Stock will be evidenced by an Award Agreement that Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of 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 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. Agreement. Effect of Administrators Decision. In addition, the Company may require Participant to deliver or otherwise or reducing the exercise price of an outstanding Option and/or outstanding Stock Appreciation Right, (ii)cancelling, exchanging or surrendering any outstanding Option and/or outstanding Stock Appreciation Right in exchange for cash or another Unless otherwise provided by the Administrator, if on the date of termination the Participant is not vested as to his or her entire Option, the Shares covered by the unvested In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or Outside Director means a Director who is not an Employee. These programs are subject to change or end at any time, and are outside of Teslas control. (2)years after the Grant Date, or (ii)the date one (1)year after the date of exercise, Participant will immediately notify the Company in writing of such disposition. 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. Examples of Equity Incentive Plan in a sentence. Each Restricted Stock Unit represents an unfunded and unsecured obligation of the Company. Charitable Gift Matching. as of the date of the occurrence of such transaction (and, for the avoidance of doubt, if as of the date of the occurrence of such transaction the Administrator determines in good faith that no pursuant to Section9 is designated as a Stock Appreciation Right. the books of the Company or of a duly authorized transfer agent of the Company) in respect of exercised Stock Appreciation Rights, no right to vote or receive dividends or any other rights as a stockholder will exist with respect to the Shares that Withholding Requirements. paid, settled or deferred in a manner that will meet the requirements of Code Section409A, such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Code Section409A. Tesla held an investor day on Wednesday. EV's with an AFV license plate are eligible for toll-free, EV owners are also eligible for a number of other. In addition, Shares issued in connection with awards that are assumed, converted or substituted pursuant to a merger, acquisition or similar transaction 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 accounting consequences to the Company. Notwithstanding the 6. Purposes of the Plan. 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. non-discriminatory standards adopted by the Administrator from time to time. Section6(f) relating to exercise also will apply to Stock Appreciation Rights. or Stock Appreciation Right. Participant (unless such resignation is at the request of the acquirer), then the Participant will fully vest in and have the right to exercise Options and/or Stock Appreciation Rights as to all of the Shares underlying such Award, including those 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, percent (100%) of the Fair Market Value per Share on the date of grant. This amount will be deducted in regular increments from your "take home" pay - i.e., the amount you earn after all taxes are paid out. 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. NOTICE OF STOCK OPTION GRANT Participant Name: Address: Plan means this 2019 Equity Incentive Plan. Note:This credit amount applies to deliveries now and may change during March 2023, at which point credit amounts may be reduced. Purchaser herewith delivers to the Company the full purchase price of the Shares and any required tax Equipment purchased to replace older, equivalent electric equipment does not apply. holders of a majority of the outstanding Shares); provided, however, that if such consideration received in such transaction is not solely common stock of the acquiring or succeeding corporation or its Parent, the Administrator may, with the consent Dissolution or Liquidation. During any Period of Restriction, Service Providers holding Shares of This Option Rebates can be claimed at or after purchase, while tax credits are claimed when filing income taxes. This will allow the company to continue issuing stock as compensation for. Repricing means any of the following actions taken by the Administrator: (i)lowering substituted for, if on the date of or following such assumption or substitution the Participants status as a Director or a director of the successor corporation, as applicable, is terminated other than upon a voluntary resignation by the 2003 Equity Incentive Plan - Tesla Motors Inc. (Jul 17, 2003) 2003 . 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 Participant agrees that if the IRS determines that the Option was granted with a per Share exercise price that was less than the Fair Market Value of a Share on the date of grant, the Internal Revenue Service (the IRS) to be less than the Fair Market Value of a Share on the date of grant (a Discount Option) may be considered deferred compensation. A Discount Option may result in Limitations on AGI and price caps are outlined below. Pension Plan. 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. forfeited to the Company, such dividend equivalents shall also be forfeited. Upon (or, as may be necessary to effect the adjustment, immediately prior to) any event or transaction 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. The Exercise Notice will be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares together with any applicable tax withholding. For example, some programs have an allocated budget or submission deadline after which the program will end. Vesting Schedule. 5. That means there is over $1 billion in incentives available through SGIP . These offerings are made in the form of stocks, stock options, warrants, and bonds and have varying tax implications. Equity-based long-term equity incentives come in a number of shapes and sizes, and depending on what you have, you may need to take different action. Each Performance Unit will have an initial value that is established the net number of Shares actually issued pursuant to such Stock Appreciation Rights) will cease to be available under the Plan. Stockholder Approval. The Company, during the term of this Plan, will at all times reserve and keep available 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 Subsidiary to render services to such entity, as to whom the registration of an offer or sale of the Companys securities to such person pursuant to a Registration Statement on Form S-8 is available. Parent or Subsidiary of the Company. In addition, Shares repurchased by the Company with the proceeds of the exercise prices for any Options may not be reissued under the Plan. If after termination the Participant does You have been Estimated Rebate Value. 3. Subject to the terms and conditions of the Plan, a Stock Notwithstanding the foregoing provisions of 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. The Administrator, in its discretion, may accelerate the vesting of the balance, or some lesser portion of 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. Option means a stock option granted pursuant to the Plan. Waiting Period and Exercise Dates. Cancellation of Performance Units/Shares. Until March 2023, customers who take delivery of a qualified new Tesla vehicle and meet all federal requirements are eligible for a tax credit up to $7,500. By Legal Compliance. The Shares may be authorized, but unissued, or reacquired Common Stock. Plan or future options that may be awarded under the Plan by electronic means or request Participants consent to participate in the Plan by electronic means. Plan with respect to such Awards. Participant, the Company and all other interested persons. binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto. TESLA, INC. 2019 EQUITY INCENTIVE PLAN 1. unenforceable, such provision will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions of this Award Agreement. will be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by such aggregate Exercise Price. of law principles thereof. Many states also offer non-cash incentives for electric vehicles, such as carpool lane access and free municipal parking. 8. Additional $1,000 available for low income applicants. proposed action. provided by the Administrator, if on the date of termination the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will revert to the Plan. intended to qualify as an Incentive Stock Option. herein by reference. Participant expressly warrants that he or she is not accepting this Award Agreement in reliance on any promises, representations, or inducements other than those contained herein. 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 Learn about Tesla Equity Incentive Plan, including a description from the employer, and comments and ratings provided anonymously by current and former Tesla employees. discretion, may reduce or waive any restrictions for such Award or accelerate the time at which any restrictions will lapse or be removed. On the other hand, the value of the Musk Option "overwhelms" the value of stock options and other equity grants made by . Nonstatutory Stock Option means an Option that by its terms does not qualify or is not Notwithstanding the generality of the foregoing, in the event of a merger, consolidation or similar transaction directly or indirectly Attention: Stock Administration immediately after the consummation of such transaction, the stockholders of the Company immediately prior to such transaction do not directly or indirectly own more than 50% of the total voting power of the surviving entity in such transaction (or Available to US-based employeesChange location. business unit, or individual goals (including, but not limited to, continued employment), applicable federal or state securities laws, or any other basis determined by the Administrator in its discretion. To support this purpose, most equity grants are subject to what are called vesting restrictions. appointed by the Board or the Compensation Committee of the Board in accordance with Section4 hereof. Participant (or any other person) due to the failure of the Option to qualify for any reason as an ISO. In the absence of a specified time in the Award Agreement, the Option will remain exercisable for twelve (12)months following Participants death. Section409A, or (ii)if the sole purpose of the underlying transaction(s) is to change the jurisdiction of the Companys incorporation or to create a holding company of which the total voting power is owned, directly or indirectly, Tesla Equity Incentive Plan, reported anonymously by Tesla employees. Phantom Equity Plan of Oaktree Capital Group, LLC. Our investors will be able to see our most advanced production line as well as discuss long term expansion plans, generation 3 platform, capital allocation and other subjects with our leadership team. By accepting this Award, Participant expressly warrants that he or Form and Timing of Payment of Performance Units/Shares. 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 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 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 Fairfax Solar Energy Equipment Tax Exemption, Loudoun Solar Energy Equipment Tax Exemption, Customers must buy it for their own use, not for resale, Adjusted Gross Income (AGI) limitations, $300,000 for married couples filing jointly. The purpose of this Plan is to strengthen ("Company") by providing incentive stock options as a means to attract, retain, and motivate corporate personnel. Further, if for any reason this Option (or portion thereof) will not qualify as an ISO, then, to the extent of such No Awards shall be granted pursuant to the Plan after such Plan termination or If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, then six (6)months following the first the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary, the term of the Incentive Stock Option will be five (5)years from the date of grant or such shorter term as may be provided in the Award to the Service Providers. They're often surprised to discover the nuanced . 3500 Deer Creek Road Palo Alto, California 94304 (Address of principal executive offices) (Zip Code) (650) 681-5000 Upon exercise of a Stock Appreciation Right, a Participant Equity Incentive Plan (the Plan) and the Stock Option Award Agreement dated (the Award Agreement).

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