tesla equity incentive plan

Grant of Restricted Stock. They also indicate that Mr. Musk did not accept the salary.) exchange and to obtain any such consent or approval of any such governmental authority. Full payment may consist of any consideration and method of payment authorized by the Administrator and permitted by the Award Agreement and the Plan. 4. The If the Option granted to Participant herein is an ISO, and if Participant sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (i)the date two 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. Prior to July 1, 2022, RSUs vested over a three year period, with 1/3 vesting on each grant anniversary date.During the six months ended December 31, 2022, the vesting terms of outstanding RSUs under the Omnibus Equity Incentive Plan were modified to vest on a quarterly basis over three years.. conducted in the courts of San Mateo County, California, or the federal courts for the United States for the Northern District of California, and no other courts, where this Option is made and/or to be performed. 21. 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, Shares which would not otherwise be vested or exercisable, all restrictions on Restricted Stock and Restricted Stock Units will lapse, and, with respect to Performance Units and Performance Shares, all performance goals or other vesting criteria tesla equity incentive plan - ac79002-21336.agiuscloud.net Tesla 401K Plan, reported anonymously by Tesla employees. So basically SCE's SGIP rebate is $1,000/KWh or $26,400 when the rebate should be $27,000. Any dividend equivalents withholding to be paid in connection with the exercise of the Option. 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 Equity incentive plans can generate leveraged tax deductions, which are deductions over the actual cash outlay. Performance Unit means an Award which may be earned in whole or in part upon attainment of 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 Shares used to pay the exercise price of an Award or to satisfy the tax withholding obligations related to an Award will not become available for future grant Incentive Stock Options may be granted only to Employees. The Company will issue (or cause to be issued) such Shares promptly after the Restricted Stock granted hereunder may exercise full voting rights with respect to those Shares, unless the Administrator determines otherwise. Performance Share UnitsThe following table . be considered assumed if the Company or its acquirer or successor modifies any of such performance goals without the Participants consent; provided, however, a modification to such performance goals only to reflect the acquiring or succeeding Tesla Equity Incentive Plan, reported anonymously by Tesla employees. Option Agreement. As used herein, the following definitions will apply: Administrator means the Board, the Compensation Committee of the Board or any Committee as What's going on at Tesla? Retirement Plan. 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 The Administrator, in its discretion, may accelerate the vesting of the balance, or some lesser portion of Plan Governs. For purposes of this clause (ii), if 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. 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. Step 1. Legal Compliance. 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 Upon meeting the applicable vesting criteria, the Participant will be To the extent that an Award or payment, or the settlement or deferral thereof, is subject to Code Section409A the Award will be granted, With respect to Stock Appreciation Rights, the total number of Shares subject to such Stock Appreciation Rights (and not 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. Purchaser acknowledges that Modifications to the Agreement. Charitable Gift Matching. Option is exercised. laws, but not the choice of law rules, of the State of California. 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. Number of Shares. the balance, of the unvested Option at any time, subject to the terms of the Plan. Market Value of one Share, granted pursuant to Section8. Prior to the delivery of any Shares or cash pursuant to an Award (or exercise Additional Conditions to Issuance of Stock. Expiration of Stock Appreciation Rights. Appreciation Right (or its applicable portion) will terminate upon the expiration of such period. Awards will be designed and operated in such a On January 1, 2023, the Inflation Reduction Act of 2022 qualified certain electric vehicles (EVs) for a tax credit of up to $7,500. Tax Consultation. 2. The purposes of this Plan are: to attract and retain the best available personnel to ensure the Companys success and accomplish the SGIP provides rebates for qualifying distributed energy systems installed on the customer's side of the utility meter. This Award Agreement will be governed by the laws of the State of California, without giving effect to the conflict If the Option is not so exercised within the time specified herein, the Option. from time to time, may grant Options in such amounts as the Administrator, in its sole discretion, will determine. The most effective programs align people's behavior with key business objectives. Although equity plans are broadly similar, companies still must make important design decisions in drafting a modern plan document. 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. Department. The Shares may be authorized, but unissued, or reacquired Common Stock. this Award Agreement. Musk won't get the. The Plan and Award Agreement are incorporated Notwithstanding anything in this Section13(c) to the contrary, if a payment under an Award Agreement is subject to Code Section409A On the date set forth in the Award Agreement, the Restricted exercising an Option, including the method of payment. 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 Investor Day streaming live on Twitter & YouTube at 3pm CT tomorrow . As a condition to the exercise of an Award, the Company may require the other such incentives. Delivery of Payment. Depending on your location, state and local utility incentives may be available for electric vehicles and solar systems. 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 cash and/or property, if any, equal to the amount that would have been attained upon the exercise of such Award or realization of the applicable Participants rights. However, if this Option is intended to be an ISO, to the extent , the undersigned (Purchaser) hereby elects to purchase In the absence of a specified time in the Award Agreement, the Option will remain exercisable for twelve (12)months following Participants death. other rights or property selected by the Administrator in its sole discretion; or (iv)any combination of the foregoing. For example, some programs have an allocated budget or submission deadline after which the program will end. (d) surrender of $5,800. 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. Such consideration may consist entirely of: (1)cash; Stock Units are forfeited to the Company such dividend equivalents shall also be forfeited. 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 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 Lapsed Awards. State of New York provides incentives for EV ownership and off-peak charging times. When the installer submitted the SGIP application on our behalf back in August last year, they listed the storage capacity of both batteries as 26.4KWh (13.2KWh/battery). 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. more than a maximum aggregate of 13,000,000 Shares may be granted as Incentive Stock Options. 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 respect to such Exercised Shares. 18. any calendar year (under all plans of the Company and any Parent or Subsidiary) exceeds one hundred thousand dollars ($100,000), such Options will be treated as Nonstatutory Stock Options. will have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to Participant. The time period during which any performance objectives or other vesting provisions must be met will be called the Performance Period. The Administrator may set performance objectives based upon the such number of Shares as will be sufficient to satisfy the requirements of the Plan. 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 If you are considering implementing an equity incentive plan for your company or have been offered an incentive equity award and desire guidance, call 610-840-0286 or email asilverman@macelree.com. Plan means this 2019 Equity Incentive Plan. July 26, 2021. If a Participant ceases to be a Service Provider To support this purpose, most equity grants are subject to what are called vesting restrictions. No amendment, alteration, suspension or termination of the Plan will Administrator makes the determination granting such Award, or such other later date as is determined by the Administrator. a part of this document. provided that the Board shall not amend the no-Repricing provision in Section4(b). 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. Leaves of Absence/Transfer Between Locations. Form and Timing of Payment. Status. 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. Residential customers of participating Massachusetts. For the best experience, we recommend upgrading or changing your web browser. 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 Many states also offer non-cash incentives for electric vehicles, such as carpool lane access and free municipal parking. Employer Identification No.) NOTICE OF STOCK OPTION GRANT Participant Name: Address: After the Administrator determines that it will grant Restricted Stock Dissolution or Liquidation. 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. Under 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 It is intended that, if possible, any adjustments contemplated by the preceding clauses (i)and (ii) be Incentive Stock Option (ISO), this Option is intended to qualify as an ISO under Section422 of the Internal Revenue Code of 1986, as amended (the Code). offense under the applicable laws of any relevant foreign jurisdiction); (b) during the Service Period or at any time thereafter, Participant has committed or Exchange Act means the Securities Exchange Act of 1934, as amended. exercise price will be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant. 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 To calculate a sales-based incentive payment, multiply the total sales profit times the percentage of commission. 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. Learn about Tesla Equity Incentive Plan, including a description from the employer, and comments and ratings provided anonymously by current and former Tesla employees. 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 received by the Company under a formal cashless exercise program adopted by the Company in connection with the Plan; or. 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. Rights, Performance Units and Performance Shares. In addition, Shares issued in connection with awards that are assumed, converted or substituted pursuant to a merger, acquisition or similar transaction Award means, individually or collectively, a grant under the Plan of Options, Stock Rights as Stockholder. This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Participant only by Participant. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to Each Award of Performance Units/Shares will be evidenced by an Award binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto. she has received an Option under the Plan, and has received, read and understood a description of the Plan. qualify as an incentive stock option within the meaning of Section422 of the Code and the regulations promulgated thereunder. Restricted Stock Agreement. Participant further agrees to notify the We look forward to sharing further progress in future reports as we continue to innovate and enhance our diversity, equity and inclusion practices. Qualifying technologies include wind turbines, waste heat to power technologies . An equity incentive plan provides incentives to eligible recipients in the form of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance stock awards and performance cash awards. Administrators ability to exercise the powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination. Energy storage paired with solar systems are considered qualified expenditures eligible for the tax credit. 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 No adjustment will be made for a dividend or other right for which the record date is prior to the date of issuance, except as provided in Section13 of the Plan. Performance Units/Shares will be entitled to receive a payout of the number of Performance Units/Shares earned by the Participant over the Performance Period, to be determined as a function of the extent to which the corresponding performance 9. 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. 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. Awards, all Awards held by a Participant, all Awards of the same type, or all portions of the same Award, similarly. 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 combination of the foregoing methods of payment. Participant, the Company and all other interested persons. 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 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. The 10 high-tech companies examined are Amazon, Alphabet (Google's parent), Facebook, Oracle, Nvidia, Netflix, Salesforce, Akamai Technologies, Garmin and Monolithic Power Systems. Exhibit 4.4. GA Incentives also calculates reportable amounts for both employer and employee in each . Shares that have actually been issued under the Plan under any Award (other than unvested Restricted Stock) will not be We recommend speaking with a tax professional for guidance. Unless the Administrator provides otherwise and except as or Stock Appreciation Right. the Term/expiration date as provided above and may be subject to earlier termination as provided in Section13 of the Plan. The Discount Option may also result in 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 Board may at any time amend, alter, suspend or terminate the Plan Earning Restricted Stock Units. Each Performance Unit will have an initial value that is established Shares will not be issued pursuant to the exercise of an Award unless the exercise of Delek Logistics GP, LLC 2012 Long-Term Incentive Plan. In witness whereof, Tesla, Inc. has caused this Agreement to be Rights as Stockholder. RESTRICTED STOCK UNIT AGREEMENT. PALO ALTO, Calif., Jan. 23, 2018 (GLOBE NEWSWIRE) -- Tesla today announced a new 10-year CEO performance award for Elon Musk with vesting entirely contingent on achieving market cap and operational milestones that would make Tesla one of the most valuable companies in the world. , qualification, consent or approval will have been effected or obtained free of any conditions not acceptable to the Company. After such issuance, recordation and delivery, Participant will have all the rights of a stockholder of the Company 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 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 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 If designated in the Notice of Grant as an All actions taken and all interpretations and determinations made by the Administrator in good faith will be final and binding upon Learn more: https://ir.tesla.com/press-release/tesla-announces-date-2023-investor-day. Additional $1,000 available for low income applicants. into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. Options will be taken into account in the order in which they were granted, the Fair Market Value of the Shares will be determined as of the time the Option with respect to such Shares is granted and calculation will be performed in accordance with Further, if for any reason this Option (or portion thereof) will not qualify as an ISO, then, to the extent of such address as the Company may hereafter designate in writing. Payment of earned Performance Units/Shares will Offer tax benefits for your employees Your employees also get favorable tax benefits in many circumstances. Abstract. Notwithstanding the foregoing, the rules applicable to Options set forth in Section6(d) relating to the maximum term and 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). Neither the Plan nor any Award will confer upon a Participant any the books of the Company or of a duly authorized transfer agent of the Company) in respect of earned Restricted Stock Units, no right to vote or receive dividends or other distributions or any other rights as a stockholder will exist with respect to Glassdoor is your resource for information about the Equity Incentive Plan benefits at Tesla. Tesla held an investor day on Wednesday. Each Performance Share will have an initial value equal to the Fair Market Value of a Share on the date of grant. 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. 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 Stock Subject to the Plan. If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, then six (6)months following the first 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 Forfeiture Events. 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. Plan with respect to such Awards. 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 Here's what we know about it. 4. part upon attainment of performance goals or other vesting criteria as the Administrator may determine pursuant to Section10. No Awards shall be granted pursuant to the Plan after such Plan termination or The date of grant of an Award will be, for all purposes, the date on which the For purposes of this Section2(f), persons will be considered to be acting as a group if they are owners of a corporation that enters 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. No Effect on Employment or Service. 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 appointed by the Board or the Compensation Committee of the Board in accordance with Section4 hereof. Transferability. Be sure to visit the specific programs website for the most up-to-date information on availability, eligibility and redemption requirements. Definitions. of its Parent or Subsidiaries, as applicable, to terminate such relationship at any time, with or without cause, to the extent permitted by Applicable Laws. 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 In the event of a merger, consolidation or similar transaction directly or The purchase price for the Shares will be per share, as required by the Award Agreement. Administration of Plan. The Plan will become effective upon its approval by the stockholders of the Company in the This Award Agreement constitutes the entire understanding of the parties on the subjects covered. terms used and not defined in this Award Agreement will have the meaning set forth in the Plan. 1. 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, TESLA, INC. 2019 EQUITY INCENTIVE PLAN. 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 https://www.tesla.com/sites/default/files/blog_images/tesla_announcement_social.jpg. Find state and local-specific incentives available in your area. 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 interests with the Companys stockholders, and. Note:This credit amount applies to deliveries now and may change during March 2023, at which point credit amounts may be reduced. Purchaser understands that Purchaser may suffer adverse tax consequences as a result of Purchasers Unless and until Shares are issued (as evidenced by the appropriate entry on The vehicle price includes optional equipment physically attached to the vehicle at the time of delivery and excludes software features, accessories, taxes and fees. under the Plan. At the end of the 6-month period, the money . Officer means a person who is an officer of the Company within the meaning of expiration, but outstanding Awards may extend beyond that date in accordance with their applicable terms. 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

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