It did not reveal a new vehicle, but it unveiled some of its big-picture ideas on climate change. for any tax advice. Incentive Stock Option means an Option that by its terms qualifies and is intended to To start off, we should cover exactly what employee equity plans look like. 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. An Option will be deemed exercised when the Company receives: (i)a notice of Except as provided in this Section7 or the Award Agreement, Shares of Restricted 3500 Deer Creek Road Palo Alto, California 94304 (Address of principal executive offices) (Zip Code) (650) 681-5000 all performance goals or other vesting criteria will be deemed achieved at one hundred percent (100%) of target levels and all other terms and conditions met, in each case, unless specifically provided otherwise under the applicable Award Agreement The Administrator, in its 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. Incentives vary by MLP. Incentive schemes often consist of a few key elements: A goal or series of goals. Incentive Stock Options may be granted only to Employees. 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 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 Term of Plan. 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 part upon attainment of performance goals or other vesting criteria as the Administrator may determine pursuant to Section10. 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 Purposes of the Plan. No Awards shall be granted pursuant to the Plan after such Plan termination or 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. 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. (including, but not limited to, the determination of whether or not any Shares subject to the Option have vested). Tesla Inc. is a large automotive and energy enterprise launched in 2003 and located in Palo Alto, CA (Tesla, 2019). Subject to Section18 of the Plan, in the event of a conflict between the terms and conditions of the Plan and the terms payment will not result in reducing the number of Shares available for issuance under the Plan. Tax Consultation. 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 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. 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. Each Award of an Option will be evidenced by an Award Agreement that will specify the TESLA, INC. 2019 EQUITY INCENTIVE PLAN 1. Company or any of its Parent or Subsidiaries, as applicable. With respect to Awards granted to an Outside Director that are assumed or Restricted Stock Agreement. 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 A company's long-term incentive plan needs to consider four main topics during an IPO: Modifications to this Award Agreement or the Plan can be made only in For the best experience, we recommend upgrading or changing your web browser. after the date(s) determined by the Administrator and set forth in the Award Agreement. 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 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 Department. Effect of Administrators Decision. Service Provider means an Employee, Director or Consultant. Vesting Criteria and Other Terms. The total cost is exclusive of taxes and fees at time of delivery. As used herein, the following definitions will apply: Administrator means the Board, the Compensation Committee of the Board or any Committee as that it exceeds the $100,000 rule of Code Section422(d) it will be treated as a Nonstatutory Stock Option (NSO). Phantom Equity Plan of Oaktree Capital Group, LLC. Waiting Period and Exercise Dates. 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 no such beneficiary Section16 of the Exchange Act. 13. Effect of Amendment or Termination. and Award Agreement. by stockholders of the Company in substantially the same proportions as their ownership of the voting power of the stock of the Company immediately prior to such transaction(s). PARTICIPANT) TO TERMINATE PARTICIPANTS RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE. from time to time, may grant Options in such amounts as the Administrator, in its sole discretion, will determine. 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 Withholding Requirements. All actions taken and all interpretations and determinations made by the Administrator in good faith will be final and binding upon 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. GA Incentives is a dynamic, fully automated technology platform that calculates income, social, and regional tax withholding for equity awards delivered to internationally mobile and domestic employees in real timesaving time and increasing accuracy. Here's what we know about it. 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. this Award Agreement. in Code Section424(e). Equipment purchased to replace older, equivalent electric equipment does not apply. In the absence of an established market for the Common Stock, the Fair Market Value will be determined in good The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Restricted Stock, Restricted Stock Units, Stock Appreciation 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. Neither service as a Director nor payment of a directors fee by the Company will be sufficient to constitute employment by the Company. Tesla shares last traded above $260 in September. On the date set forth in the Award Agreement, the Restricted This Award Agreement constitutes the entire understanding of the parties on the subjects covered. 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 accordance with such intent, except as otherwise determined in the sole discretion of the Administrator. 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. Depending on your location, state and local utility incentives may be available for electric vehicles and solar systems. But this incentive won't last forever-as of early 2021, 70% of the funds were already committed. Fully subscribed. other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of The most common types of awards are: of law principles thereof. 5. 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. The CPUC's Self-Generation Incentive Program (SGIP) provides incentives to support existing, new, and emerging distributed energy resources. 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. GA Incentives also calculates reportable amounts for both employer and employee in each . Employee means any person, including Officers and Directors, employed by the Company or any Unless the Administrator provides otherwise and except as The number of Shares with respect to which the Stock Appreciation Right is exercised. any restriction or limitation regarding any Award or the Shares relating thereto, based in each case on such factors as the Administrator will determine; to construe and interpret the terms of the Plan and Awards granted pursuant to the Plan; to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations LLC Long-Term Incentive Plan. Notwithstanding the Option will terminate, and the Shares covered by such Option will revert to the Plan. Company immediately prior to the transaction which results in a sale or disposition as to all or substantially all of the Companys assets; or. Any Form and Timing of Payment. 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 non-discriminatory standards adopted by the Administrator from time to time. The Administrator will have complete discretion to determine the number of Stock provided that the Board shall not amend the no-Repricing provision in Section4(b). Market Value of a Share on the Date of Grant in a later examination. Notices. Disqualifying Disposition of ISO Shares. 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 An incentive a reward for . intended to qualify as an Incentive Stock Option. 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. 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. forfeited to the Company. Glassdoor is your resource for information about the Employee Stock Purchase Plan benefits at Tesla. (b) Notice of Exercise Notice will be completed by Participant and delivered to the Company. Code means the Internal Revenue Code of 1986, as amended. Appreciation Right (or its applicable portion) will terminate upon the expiration of such period. 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. 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. After the applicable Performance Period has ended, the holder of Grant. 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 Option. Vesting Schedule. (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 purchase or disposition of the Shares. Shares will not be issued pursuant to the exercise of an Award unless the exercise of Participant will be solely responsible for Participants costs related to such a determination. Rights as Stockholder. 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 . engaged in a breach of confidentiality, or an unauthorized disclosure or use of inside information, customer lists, trade secrets or other confidential information of the Company or any of its Subsidiaries; (c) during the Service Period or at any time thereafter, Participant has committed or engaged in an act of theft, embezzlement or fraud, or 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. 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. respect to such Exercised Shares. Equity Incentive Plan. In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or If after termination the Participant does 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, qualification, consent or approval will have been effected or obtained free of any conditions not acceptable to the Company. 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. No dividends or dividend equivalent rights shall 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 We look forward to sharing further progress in future reports as we continue to innovate and enhance our diversity, equity and inclusion practices. Notwithstanding the foregoing provisions of 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 The 10 high-tech companies examined are Amazon, Alphabet (Google's parent), Facebook, Oracle, Nvidia, Netflix, Salesforce, Akamai Technologies, Garmin and Monolithic Power Systems. unvested Performance Units/Shares will be forfeited to the Company, and again will be available for grant under the Plan. Date of Grant. 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 The purchase price for the Shares will be per share, as required by the Award Agreement. 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. 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 . tesla equity incentive plan - ac79002-21336.agiuscloud.net Tesla 401K Plan, reported anonymously by Tesla employees. Tesla held an investor day on Wednesday. The Shares so acquired Some communities and utility companies also offer additional incentives through cash back, discounted rate plans and other credits. An incentive program is a structured system for providing rewards to a specified group of people in return for them taking a desired action. 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. Exercise of Option. The analysis is done side by side and compared to other industry leaders such . 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 By Equity incentive plan basics. taxes). (a) Right to Exercise. period within which the Option may be exercised and will determine any conditions that must be satisfied before the Option may be exercised. with respect to such Shares. 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. Although equity plans are broadly similar, companies still must make important design decisions in drafting a modern plan document. 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. GRANTED THE OPTION OR ACQUIRING SHARES HEREUNDER. Upon (or, as may be necessary to effect the adjustment, immediately prior to) any event or transaction 2. The table below shows the estimated incentive value for Powerwall. (c) Code Section409A. For example, Kiera is responsible for $80,000 . 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 Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Performance Units and Performance Shares granted to each Participant. offense under the applicable laws of any relevant foreign jurisdiction); (b) during the Service Period or at any time thereafter, Participant has committed or Agreement. Disability means total and permanent disability as defined in Section22(e)(3) of the The vehicle price includes optional equipment physically attached to the vehicle at the time of delivery and excludes software features, accessories, taxes and fees. laws, but not the choice of law rules, of the State of California. Share means a share of the Common Stock, as adjusted in accordance with Section13 of thereof) or such earlier time as any tax withholding obligations are due, the Company will have the power and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy federal, state, local, appointed by the Board or the Compensation Committee of the Board in accordance with Section4 hereof. The per share exercise price for the Shares that will determine the The most effective programs align people's behavior with key business objectives. 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 world's transition to 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. 15. 2003 Equity Incentive Plan - Tesla Motors Inc. (Jul 17, 2003) 2003 . Removal of Restrictions. For purposes of this Section6(c), Incentive Stock 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. 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 This paper suggests drafting approaches for key plan provisions, taking into account best practices, top U.S. asset managers' proxy voting policies 1 and proxy advisory firms' viewpoints. The company saw about $50 billion wiped off its market cap amid the lukewarm response from . 19. In the absence of a specified time in the Award Agreement, the Option will remain exercisable for twelve (12)months following Participants death. Period of Restriction means the period, if any, during which the transfer of Shares of and to the extent (i)any portion of any payment, compensation or other benefit provided to a Participant pursuant to the Plan in connection with his or her employment termination constitutes nonqualified deferred compensation 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 Option will be determined by the Administrator, subject to the following: In the case of an Incentive Stock Option: granted to an Employee who, at the time the Incentive Stock Option is granted, owns stock representing more . Abstract. granted to any Employee other than an Employee described in paragraph (A)immediately above, the per Share Code Section422. 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, Subject to the terms and provisions of the Plan, the Administrator, at any This Award Agreement will be governed by the laws of the State of California, without giving effect to the conflict consistent with, Code Section424(a). 1. 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 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. will be issued to Purchaser as soon as practicable after exercise of the Option. The structure is. Any Option granted hereunder will be exercisable Learn about Tesla Equity Incentive Plan, including a description from the employer, and comments and ratings provided anonymously by current and former Tesla employees. 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.

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