Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units or Performance Shares. exercise price, the term of the Option, the number of Shares subject to the Option, the exercise restrictions, if any, applicable to the Option, and such other terms and conditions as the Administrator, in its sole discretion, will determine in if no sales were reported) as quoted on such exchange or system on the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable; If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, GRANTED THE OPTION OR ACQUIRING SHARES HEREUNDER. (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. Companys goals, to incentivize Employees, Directors and Consultants with long-term equity- based compensation to align their 1. 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 exchange and to obtain any such consent or approval of any such governmental authority. Unless determined otherwise by the Administrator, an Award may not be sold, 1. Value of Performance Units/Shares. Neither service as a Director nor payment of a directors fee by the Company will be sufficient to constitute employment by the Company. or a Nonstatutory Stock Option. or will be, granted under the Plan. Subject to the terms and provisions of the Plan, the Administrator, at any dividend equivalents on Restricted Stock Units may be earned in Shares or cash but will be subject to the same restrictions on transferability and forfeitability as the Restricted Stock Units with respect to which they relate and if the Restricted the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise. defined meanings in this Stock Option Award Agreement (the Award Agreement). In the event of the proposed dissolution or liquidation of the Company, the On January 1, 2023, the Inflation Reduction Act of 2022 qualified certain electric vehicles (EVs) for a tax credit of up to $7,500. For the best experience, we recommend upgrading or changing your web browser. under the Plan. 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. Transferability. Anticipation had built for days. Unless the Administrator provides otherwise and except as or Stock Appreciation Right. 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. Leaves of Absence/Transfer Between Locations. Removal of Restrictions. 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. 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 The number of Shares with respect to which the Stock Appreciation Right is exercised. (c) Code Section409A. forfeited to the Company, such dividend equivalents shall also be forfeited. Senior Software Engineer salaries ($110k). foregoing, the occurrence of any event shall not be deemed a Change in Control: (i)with respect to any Award that is subject to Code Section409A unless such event qualifies as a change in control event within the meaning of Code 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. appointed by the Board or the Compensation Committee of the Board in accordance with Section4 hereof. Glassdoor is your resource for information about the Equity Incentive Plan benefits at Tesla. following the Participants death within such period of time as is specified in the Award Agreement to the extent that the Option is vested on the date of death (but in no event may the Option be exercised later than the expiration of the term Repricing means any of the following actions taken by the Administrator: (i)lowering binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto. Upon meeting the applicable vesting criteria, the Participant will be 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. Voting Rights as a Stockholder. 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 Withholding Requirements. Tesla Equity Incentive Plan, reported anonymously by Tesla employees. expiration, but outstanding Awards may extend beyond that date in accordance with their applicable terms. Participant, the Company and all other interested persons. stock exchange on which Shares of the same class are then listed, or any other governmental or regulatory body, which authority, registration, qualification or rule compliance is deemed by the Companys counsel to be necessary or advisable for The Award Agreement is subject to the terms and conditions of the Plan. While the key terms of the management incentives are firmed up prior to signing the purchase agreement, the equity incentive plans, shareholders agreement and employment agreements . granted an Option to purchase Common Stock of Tesla, Inc. (the Company), subject to the terms and conditions of the Plan and this Award Agreement, as follows: Subject to any acceleration provisions contained in the Plan or set forth below, this Option may be exercised, in whole or in part, in other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of 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 Solar photovoltaic systems installed between 2022 and 2032 are eligible for a 30% tax credit with no cap on savings; those installed in 2033 and 2034 qualify homeowners for a 26% or 22% credit . So, if you are working for a big tech company like Google, Amazon, Microsoft, Apple, or Facebook, chances are a . Additional $1,000 available for low income applicants. by the Administrator on or before the date of grant. Binding Agreement. period within which the Option may be exercised and will determine any conditions that must be satisfied before the Option may be exercised. 2. For example, Kiera is responsible for $80,000 . Administrator will notify each Participant as soon as practicable prior to the effective date of such proposed transaction. Unless and until Shares are issued (as evidenced by the appropriate entry on Adjustments; Dissolution or Liquidation; Merger or Change in Control. Administrator makes the determination granting such Award, or such other later date as is determined by the Administrator. For purposes of litigating any dispute that arises under this Option or this Award Agreement, the parties hereby submit to and consent to the jurisdiction of the State of California, and agree that such litigation will be Providers may administer the Plan. 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. vesting provisions (including, without limitation, continued status as a Service Provider) in its discretion which, depending on the extent to which they are met, will determine the number or value of Performance Units/Shares that will be paid out 5. For the best experience, we recommend upgrading or changing your web browser. Any dividend equivalents 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. (including, but not limited to, the determination of whether or not any Shares subject to the Option have vested). (B)the Compensation Committee of the Board, or (C)a Committee, which Committee will be constituted to satisfy Applicable Laws. Termination of Relationship as a Service Provider. Plan) that expire or otherwise terminate without having been exercised in full and Shares issued pursuant to awards granted under the Prior Plan that are forfeited to or repurchased by the Company due to failure to vest, provided that no 9. The Administrator, in its sole discretion, may only settle earned Restricted Stock Units in cash, Shares, or a combination of both. 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 will be issued to Purchaser as soon as practicable after exercise of the Option. Share means a share of the Common Stock, as adjusted in accordance with Section13 of In taking any of the actions permitted under this Section13(c), the Administrator will not be obligated to treat all be subject to such Performance Units/Shares. Subject to the terms and provisions of the Plan, the Administrator, at any time and made in a manner that satisfies applicable legal, tax (including, without limitation and as applicable in the circumstances, Code Sections 424 and 409A) and accounting (so as to not trigger any charge to earnings with respect to such adjustment) of law principles thereof. may be in cash, in Shares of equivalent value, or in some combination thereof. Here's what we know about it. in Code Section424(e). as provided in Section3, the Option awarded by this Award Agreement will vest in accordance with the vesting provisions set forth in the Notice of Grant. The Administrator, in its During any Period of Restriction, Service Providers holding Shares of Performance Share UnitsThe following table . Nant Health, LLC Phantom Unit Plan. July 26, 2021. Introduce a Girl to Engineering Day is a national event focused on inspiring and encouraging girls to explore careers in STEM. accounting consequences to the Company. 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. withholding to be paid in connection with the exercise of the Option. Code, provided that in the case of Awards other than Incentive Stock Options, the Administrator in its discretion may determine whether a permanent and total disability exists in accordance with uniform and 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 What's going on at Tesla? Note:This credit amount applies to deliveries now and may change during March 2023, at which point credit amounts may be reduced. 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). 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. Agreement. an express written contract executed by a duly authorized officer of the Company. Participants status as a Service Provider with the Company or any of its Subsidiaries (the Service Period), the Participant has committed a felony (under the laws of the United States or any relevant state, or a similar crime or Entergy offers a cash incentive of $250 for a residential Level 2 EV charger. Disability means total and permanent disability as defined in Section22(e)(3) of the Restricted Stock Units may be granted at any time and from time to time as determined by the To calculate a sales-based incentive payment, multiply the total sales profit times the percentage of commission. Find state and local-specific incentives available in your area. PSAV Holdings LLC Phantom Unit Appreciation Plan and Award Agreement. If a Participant ceases to be a Service Provider as a result of the Outside Director Awards. Residential Federal Investment Tax Credit (ITC). to the Participant with respect to the Award on the date that the amount of tax to be withheld is to be determined. Prior to the delivery of any Shares or cash pursuant to an Award (or exercise Unless the Administrator hereunder as exempt under Rule 16b-3, the transactions contemplated hereunder will be structured to satisfy the requirements for exemption under Rule 16b-3. intended to qualify as an Incentive Stock Option. Purpose of Plan. Assuming such compliance, for income tax purposes the Exercised Shares will be considered transferred to Participant on the date the Option is exercised with 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. In witness whereof, Tesla, Inc. has caused this Agreement to be 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. 16. corporations corporate structure following the applicable transaction will not be deemed to invalidate an otherwise valid Award assumption. offense under the applicable laws of any relevant foreign jurisdiction); (b) during the Service Period or at any time thereafter, Participant has committed or That means there is over $1 billion in incentives available through SGIP . (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. If 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 the Shares that may be subject to such Restricted Stock Units. Qualified vehicles are exempt from emissions testing. Plan. Option Agreement. Parent or Subsidiary of the Company. In addition, the Company may require Participant to deliver or otherwise Cancellation of Performance Units/Shares. will be entitled to receive payment from the Company in an amount determined by multiplying: The difference between the Fair Market Value of a Share on the date of exercise over the exercise price; times. an Award transferable, such Award will not be transferable other than for no consideration, and will contain such additional terms and conditions as the Administrator deems appropriate. In the absence of a specified time in the Award Agreement, the Option will remain exercisable for 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 Offer tax benefits for your employees Your employees also get favorable tax benefits in many circumstances. All actions taken and all interpretations and determinations made by the Administrator in good faith will be final and binding upon Company means Tesla, Inc., a Delaware corporation, or any successor thereto. The Administrator will determine the acceptable form of consideration for 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. No Effect on Employment or Service. Learn more: https://ir.tesla.com/press-release/tesla-announces-date-2023-investor-day. 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 (c) consideration 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. TESLA, INC. 2019 EQUITY INCENTIVE PLAN 1. of the term of such Option as set forth in the Award Agreement). provisions applicable to each Award granted under the Plan. accordance with such intent, except as otherwise determined in the sole discretion of the Administrator. No member of the Administrator will be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Award Agreement. foreign or other taxes (including the Participants FICA obligation) required to be withheld with respect to such Award (or exercise thereof). However, all such dividends or distributions, whether paid in Shares or cash, will be subject to the same restrictions on (1st) day of such leave any Incentive Stock Option held by the Participant will cease to be treated as an Incentive Stock Option and will be treated for tax purposes as a Nonstatutory Stock No dividends or dividend equivalent rights shall State of New York provides incentives for EV ownership and off-peak charging times. 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: 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. Share Reserve. RESTRICTED STOCK UNIT AGREEMENT. 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. At the discretion of the Administrator, the payment upon Stock Appreciation Right exercise defined in Code Section424(f). During any Period of Restriction, Service Providers holding Shares of Performance Objectives and Other Terms. 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
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