tesla equity incentive plan

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. 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 13. The structure is. 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 As used herein, the following definitions will apply: Administrator means the Board, the Compensation Committee of the Board or any Committee as This Award Agreement constitutes the entire understanding of the parties on the subjects covered. What Equity Incentive Plan benefit do Tesla employees get? to approve forms of Award Agreements for use under the Plan; to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted indirectly involving the Company, each outstanding Award will be treated as the Administrator determines (subject to the provisions of the following paragraph) whether with or without a Participants consent, including, without limitation, that EV's with an AFV license plate are eligible for toll-free, EV owners are also eligible for a number of other. 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. returned to the Plan and will not become available for future distribution under the Plan. Officer means a person who is an officer of the Company within the meaning of 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. (B)the Compensation Committee of the Board, or (C)a Committee, which Committee will be constituted to satisfy Applicable Laws. the Plan. Any notice to be given to the Company under the terms of this Award Agreement will be addressed to the Company, in care of its Human Resources Department at Tesla, Inc., 3500 Deer Creek Road, Palo Alto, CA 94304, or at such other We design and implement broad-based and executive-level equity compensation plans, including incentive stock option and nonqualified stock option plans, restricted stock and restricted stock unit awards, performance shares, and stock appreciation rights plans, as well as employee stock ownership plans. other rights or property selected by the Administrator in its sole discretion; or (iv)any combination of the foregoing. Governing Law. Option is exercised. laws, but not the choice of law rules, of the State of California. achievement of Company-wide, divisional, business unit or individual goals (including, without limitation, continued employment), applicable federal or state securities laws, or any other basis determined by the Administrator in its discretion. Any dividend equivalents Notwithstanding anything to the contrary herein, in no event shall the Administrator effect any Repricing of any Option By accepting this Award, Participant expressly warrants that he or It is intended that, if possible, any adjustments contemplated by the preceding clauses (i)and (ii) be The purchase price for the Shares will be per share, as required by the Award Agreement. Code Section409A, an option that vests after December31, 2004 (or that vested on or prior to such date but which was materially modified after October3, 2004) that was granted with a per Share exercise price that is determined by Tesla Equity Incentive Plan, reported anonymously by Tesla employees. Rule 16b-3. Tesla Inc. is a large automotive and energy enterprise launched in 2003 and located in Palo Alto, CA (Tesla, 2019). A Stock Appreciation Right granted under the Plan will expire by the Administrator on or before the date of grant. 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. 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, Option Agreement. In the event of a merger, consolidation or similar transaction directly or 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 After the applicable Performance Period has ended, the holder of For the purposes of this subsection (c), 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 The Company, during the term of this Plan, will at all times reserve and keep available https://www.tesla.com/sites/default/files/blog_images/tesla_announcement_social.jpg. These awards can represent a significant part of your total compensationand should be taken into consideration as you build your overall financial plan. The Administrator will determine the acceptable form of consideration for Pension Plan. 3. 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 Notwithstanding anything in this Section13(c) to the contrary, and unless otherwise provided for in an Award Agreement or other written Plan Governs. Attention: Stock Administration Delek Logistics GP, LLC 2012 Long-Term Incentive Plan. other than upon the Participants termination as the result of the Participants death or Disability, the Participant may exercise his or her Option within such period of time as is specified in the Award Agreement to the extent that the Exercising an Option in any manner will decrease the number of Shares thereafter available, both for On Monday, a Delaware judge ordered Tesla to turn over documents as part of a shareholder lawsuit over Musk's 2018 executive compensation plan. Restricted Stock are subject to restrictions and therefore, the Shares are subject to a substantial risk of forfeiture. Subject to the terms and provisions of the Plan, the Administrator, at any time and Period of Restriction means the period, if any, during which the transfer of Shares of View additional details on eligibility and redemption, Apple Valley Choice Energy offers EV-specific energy rates for home charging, Los Angeles Department of Water and Power (LADWP), San Joaquin Valley Air Pollution Control District, Select utilities may offer a solar incentive, Select utilities may offer a storage incentive. 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 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 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. The Plan will become effective upon its approval by the stockholders of the Company in the 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, Performance Unit means an Award which may be earned in whole or in part upon attainment of limitation the New York Stock Exchange, or the Nasdaq Global Select Market, the Nasdaq Global Market or the Nasdaq Capital Market of The Nasdaq Stock Market, its Fair Market Value will be the closing sales price for such stock (or the closing bid, Multiple Administrative Bodies. Examples of Equity Incentive Plan in a sentence. Purchaser herewith delivers to the Company the full purchase price of the Shares and any required tax Company means Tesla, Inc., a Delaware corporation, or any successor thereto. Restricted Stock Units may be granted at any time and from time to time as determined by the Transferability of Awards. Administrator, subject to the provisions of the Plan, will have complete discretion to determine the terms and conditions of Stock Appreciation Rights granted under the Plan. 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 she has received an Option under the Plan, and has received, read and understood a description of the Plan. Exhibit 4.4. In the absence of an established market for the Common Stock, the Fair Market Value will be determined in good On the other hand, the value of the Musk Option "overwhelms" the value of stock options and other equity grants made by . Tesla shares last traded above $260 in September. Grant of Option. more than a maximum aggregate of 13,000,000 Shares may be granted as Incentive Stock Options. to make all other determinations deemed necessary or advisable for administering the Plan. (2) check; (3)other Shares, provided that such Shares have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which such Option will be exercised and provided that accepting such Shares will defined in Code Section424(f). Nant Health, LLC Phantom Unit Plan. In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or person exercising such Award to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the 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. 3. Parent or Subsidiary of the Company. Fair Market Value means, as of any date, the value of Common Stock determined as follows: If the Common Stock is listed on any established stock exchange or a national market system, including without Tesla was poised to unveil a new strategic plan at its Investor Day, only the third time the company has laid out a "master plan" that would guide its future. Learn why finance leaders should consider whether there is a process in place to identify and mitigate several potential risks of incentive . This Award Agreement is subject to all terms and provisions of the Plan. Number of Shares. 5. conditions of the Plan. At the time an Option is granted, the Administrator will fix the Upon exercise of a Stock Appreciation Right, a Participant and Purchaser with respect to the subject matter hereof, and may not be modified adversely to the Purchasers interest except by means of a writing signed by the Company and Purchaser. Notices. relating to sub-plans established for the purpose of satisfying applicable foreign laws or for qualifying for favorable tax treatment under applicable foreign laws; to modify or amend each Award (subject to Section18 of the Plan), including but not limited to the required by Applicable Laws, vesting of Awards granted hereunder will be suspended during any unpaid leave of absence. Notwithstanding the forgoing, in no event may this Option be exercised after They also indicate that Mr. Musk did not accept the salary.) 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 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) Grant of Restricted Stock. Subject to the provisions of the Plan, and in the case of a Committee, Tesla was poised to unveil a new strategic plan at its Investor Day, only the third time the company has laid out a "master plan" that would guide its future. Notwithstanding anything in this Section13(c) to the contrary, if a payment under an Award Agreement is subject to Code Section409A Amendment, Suspension or Termination of the Plan. Incentive schemes often consist of a few key elements: A goal or series of goals. otherwise be due to such Participant under an Award; and. will be deemed achieved at one hundred percent (100%) of target levels and all other terms and conditions met, unless specifically provided otherwise under the applicable Award Agreement or other written agreement between the Participant and the Electronic Delivery. 18. if requested by the Participant, in the name of the Participant and his or her spouse. On January 1, 2023, the Inflation Reduction Act of 2022 qualified certain electric vehicles (EVs) for a tax credit of up to $7,500. Rule 16b-3 means Rule The aggregate of any payments that otherwise would have been paid to the Participant during the If an Award expires or becomes unexercisable without having been exercised in full or, other events as determined by the Administrator. If a Participant ceases to be a Service Provider as a result of the Unit/Share and may accelerate the time at which any restrictions will lapse or be removed. 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 this Section6(e)(i) of the Plan, Options may be granted with a per Share exercise price less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant pursuant to a transaction described in, and in a manner Shares scheduled to vest on a certain date or upon the occurrence of a certain condition TESLA, INC. 2019 EQUITY INCENTIVE PLAN. purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised. The 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. 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. A properly structured equity incentive compensation plan can help innovative companies stand out from their competitors when it comes to hiring and retaining key talent. Grant of Stock Appreciation Rights. Further, if for any reason this Option (or portion thereof) will not qualify as an ISO, then, to the extent of such Providers may administer the Plan. 5. to the Service Providers. The Shares may be authorized, but unissued, or reacquired Common Stock. Board is replaced during any twelve (12)month period by Directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. Employer Identification No.) Notice of the determination will be provided to each Participant within a reasonable time after the date of such grant. Other Restrictions. Recoupment. 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. Companys goals, to incentivize Employees, Directors and Consultants with long-term equity- based compensation to align their 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 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. Exercise of Option. Board means the Board of Directors of the Company. Payment of earned Restricted Stock Units will be made as soon as practicable AGI Limitations $300,000 for married couples filing jointly $225,000 for heads of households $150,000 for all other filers Price Caps 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 exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise. Delivery of Payment. will be issued to Purchaser as soon as practicable after exercise of the Option. Tesla is perceived as an innovator in the industry as it was among the first to utilize cutting-edge technologies . depending on the extent to which the criteria are met, will determine the number of Restricted Stock Units that will be paid out to the Participant. 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 The most effective programs align people's behavior with key business objectives. 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 Lapsed Awards. Nonstatutory Stock Option means an Option that by its terms does not qualify or is not 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. service (as determined under Code Section409A) (the New Payment Date), except as Code Section409A may then permit. offense under the applicable laws of any relevant foreign jurisdiction); (b) during the Service Period or at any time thereafter, Participant has committed or be subject to such Performance Units/Shares. agrees to participate in the Plan through any on-line or electronic system established and maintained by the Company or another third party designated by the Company. 6. Share Reserve. Participant hereby consents to receive such documents by electronic delivery and 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 Purposes of the Plan. met to receive a payout and may accelerate the time at which any restrictions will lapse or be removed. No dividends or dividend equivalent rights shall In addition, if an Option or Stock Appreciation Right (or portion thereof) is not assumed or substituted for, the Administrator Share means a share of the Common Stock, as adjusted in accordance with Section13 of Learn about Tesla Employee Stock Purchase Plan, including a description from the employer, and comments and ratings . Participant means the holder of an outstanding Award. Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Form of Consideration. In the event that any provision in this Award Agreement will be held invalid or Term of Plan. Stockholder Approval. The table below shows the estimated incentive value for Powerwall. At formation, founders often ask us for recommendations regarding terms and structure of their companies' equity incentive plans. Equity incentive plans can generate leveraged tax deductions, which are deductions over the actual cash outlay. They're often surprised to discover the nuanced . combination of the foregoing methods of payment. an Award will be considered assumed if, following the applicable transaction, the Award confers the right to purchase or receive, for each Share subject to the Award immediately prior to such transaction, the consideration (whether stock, cash, or

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