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 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 business unit, or individual goals (including, but not limited to, continued employment), applicable federal or state securities laws, or any other basis determined by the Administrator in its discretion. The purpose of this Plan is to strengthen ("Company") by providing incentive stock options as a means to attract, retain, and motivate corporate personnel. Subject to the terms and provisions of the Plan, the Administrator, at any Equity Incentive Plan - Sample Contracts and Business Forms - OneCLE this Award Agreement. Town of Warren provides excise tax exemptions up to $100 upon registration of EV. Subject to the terms and conditions of the Plan, the Administrator will have complete discretion in determining the number of Stock Units are forfeited to the Company such dividend equivalents shall also be forfeited. At the time an Option is granted, the Administrator will fix the 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 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 of Shares otherwise deliverable to the Participant through such means as the Administrator may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld. 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 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. TERMS AND CONDITIONS OF STOCK OPTION GRANT. 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 Officer means a person who is an officer of the Company within the meaning of into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. and if the change in control definition contained in the Award Agreement or other agreement related to the Award does not comply with the definition of change in control for purposes of a distribution under Code Section409A, then What Equity Incentive Plan benefit do Tesla employees get? Section409A. View additional details on eligibility and redemption. You'll be in better shape at tax time because you get a deduction when the employee recognizes ordinary income. Grant of Options. Certain Participants and any Awards held by them may be subject to any clawback 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 under the Plan. Transferability of Awards. PSAV Holdings LLC Phantom Unit Appreciation Plan and Award Agreement. Tesla Announces New Long-Term Performance Award for Elon Musk Tesla has a new master plan. It's not a new car just big thoughts on Powers of the Administrator. Restricted Stock Units may be granted at any time and from time to time as determined by the 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. Code Section422. Rule 16b-3 means Rule in Code Section424(e). 1. Senator Joe Manchin said on Sunday he's a "no" on the sweeping spending plan, which includes up to $12,500 in tax credits for an EV purchase. For the most up-to-date information, review the sponsoring entitys website directly for details on eligibility, redemption and program details. Participant further agrees to notify the Stage. 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 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 will have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to Participant. Rights as a Stockholder. 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. Each Option will be designated in the Award Agreement as either an Incentive Stock Option 11. non-discriminatory standards adopted by the Administrator from time to time. 19. (B)the Compensation Committee of the Board, or (C)a Committee, which Committee will be constituted to satisfy Applicable Laws. By Shares scheduled to vest on a certain date or upon the occurrence of a certain condition necessary and desirable to comply with Applicable Laws. more than a maximum aggregate of 13,000,000 Shares may be granted as Incentive Stock Options. Purchaser herewith delivers to the Company the full purchase price of the Shares and any required tax So basically SCE's SGIP rebate is $1,000/KWh or $26,400 when the rebate should be $27,000. the Fair Market Value of a Share will be the mean between the high bid and low asked prices for the Common Stock on the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable; or. 3. 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 Ex-4.3 - Sec (b) Method of Exercise. In the absence of an established market for the Common Stock, the Fair Market Value will be determined in good 2. taxes). 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 Equity incentive plans allow companies to conserve cash by offering lower salaries in exchange for equity. Join us virtually on Tuesday, February 21st at 9:30am PST! or will be, granted under the Plan. Non-Transferability of Form and Timing of Payment. In witness whereof, Tesla, Inc. has caused this Agreement to be other events as determined by the Administrator. 3. 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). forth in Section13(a); (ii) upon written notice to the applicable Participant, such Award will terminate upon or immediately prior to the consummation of such transaction; (iii)(1) such Award will terminate in exchange for an amount of Upon meeting the applicable vesting criteria, the Participant will be Learn about Tesla Equity Incentive Plan, including a description from the employer, and comments and ratings provided anonymously by current and former Tesla employees. 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. For purposes of this clause (ii), if Benefits plan As a rule of thumb, the base salary constitutes 30% of total compensation, the annual incentive another 20%, the benefits about 10% and long-term incentives or the wealth creation portion of the compensation about 40%. 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 Some communities and utility companies also offer additional incentives through cash back, discounted rate plans and other credits. Reduces employee turnover all of his or her outstanding Options and Stock Appreciation Rights (or portion thereof) that are not assumed or substituted for, including Shares as to which such Awards would not otherwise be vested or exercisable, all restrictions on Restricted The total cost is exclusive of taxes and fees at time of delivery. Restricted Stock granted hereunder may exercise full voting rights with respect to those Shares, unless the Administrator determines otherwise. may be in cash, in Shares of equivalent value, or in some combination thereof. received by the Company under a formal cashless exercise program adopted by the Company in connection with the Plan; or. In addition, if an Option or Stock Appreciation Right (or portion thereof) is not assumed or substituted for, the Administrator appointed by the Board or the Compensation Committee of the Board in accordance with Section4 hereof. Tesla has a new master plan. It's not a new car - just big thoughts on laws, but not the choice of law rules, of the State of California. terms used and not defined in this Award Agreement will have the meaning set forth in the Plan. Companys goals, to incentivize Employees, Directors and Consultants with long-term equity- based compensation to align their Equity Incentive Plan - Free Document Download - UpCounsel On the date set forth in the Award Agreement, the Restricted 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. Equity Incentive Plan for Startups | Eqvista Employer Identification No.) If after termination the Participant does Purchaser represents that Purchaser has consulted with any tax consultants Purchaser deems advisable in connection with the purchase or disposition of the Shares and that Purchaser is not relying on the Company Many companies, optimistic about these benefits, start equity compensation programs without sufficient planning. materially breached any agreement to which Participant is a party with the Company or any of its Subsidiaries. Plan with respect to such Awards. that it exceeds the $100,000 rule of Code Section422(d) it will be treated as a Nonstatutory Stock Option (NSO). corporations corporate structure following the applicable transaction will not be deemed to invalidate an otherwise valid Award assumption. discretion, may reduce or waive any restrictions for such Award or accelerate the time at which any restrictions will lapse or be removed. 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 . respect to such Exercised Shares. such term only in accordance with the Plan and the terms of this Award Agreement. Step 2. Residential Federal Investment Tax Credit (ITC). An Option will be deemed exercised when the Company receives: (i)a notice of Nant Health, LLC Phantom Unit Plan. Tesla Inc. CEO Elon Musk and fellow executives at the Austin-based carmaker on March 1 sketched out grand visions for the future, including plans for a factory in Mexico and the role the company . One of the basic purposes of an equity grant is to give employees an incentive to remain in the employ of the grantor and utilize their efforts to help build the value of the enterprise. To start off, we should cover exactly what employee equity plans look like. The Administrator, in its sole discretion, may only settle earned Restricted Stock Units in cash, Shares, or a combination of both. Further, if for any reason this Option (or portion thereof) will not qualify as an ISO, then, to the extent of such Awards will be designed and operated in such a Equity incentive plans can generate leveraged tax deductions, which are deductions over the actual cash outlay. Restricted Stock Unit means a bookkeeping entry representing an amount equal to the Fair If a Participant ceases to be a Service Provider as a result of the to make all other determinations deemed necessary or advisable for administering the Plan. 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 subject to all of the terms and conditions in this Award Agreement and the Plan, which is incorporated herein by reference. 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, If a Participant ceases to be a Service Provider The amount of the withholding Disqualifying Disposition of ISO Shares. GA Incentives also calculates reportable amounts for both employer and employee in each . transactions, other than to any entity of which more than 50% of the total voting power is owned, directly or indirectly, by stockholders of the Company in substantially the same proportions as their ownership of the voting power of the stock of the Committee means a committee of Directors or of other individuals satisfying Applicable Laws 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 4. 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 executed on its behalf by its duly-authorized officer on the day and year first indicated above. For example, Kiera is responsible for $80,000 . 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 Examples of Equity Incentive Plan in a sentence. 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. 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. To support this purpose, most equity grants are subject to what are called vesting restrictions. Modifications to the Agreement. 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. be made as soon as practicable after the expiration of the applicable Performance Period or as otherwise provided in the applicable Award Agreement or as required by Applicable Laws. Additional Conditions to Issuance of Stock. An incentive a reward for . In addition, Shares issued in connection with awards that are assumed, converted or substituted pursuant to a merger, acquisition or similar transaction To the extent an Award under the Plan is paid out in cash rather than Shares, such cash or regulation. granted to any Employee other than an Employee described in paragraph (A)immediately above, the per Share foreign or other taxes (including the Participants FICA obligation) required to be withheld with respect to such Award (or exercise thereof). During any Period of Restriction, Service Providers holding Shares of or other written agreement between the Participant and the Company or any of its Parent or Subsidiaries, as applicable. 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 Tesla - Equity Resiliency - SCE | Tesla Motors Club Learn about Tesla Equity Incentive Plan, including a description from the employer, and comments and ratings provided anonymously by current and former Tesla employees. All actions taken and all interpretations and determinations made by the Administrator in good faith will be final and binding upon Equity is often granted in combination with a base salary component in cash. For the full list of the current requirements, review the IRS website. will be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by such aggregate Exercise Price. 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 Compliance with Code Section409A. to the Service Providers. 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. Notwithstanding any other provision herein, the Option and any Shares or other Galway Metals Announces Adoption of Equity Incentive Plan Except as otherwise provided in this Section7, Shares of Restricted Stock Tesla, Inc. 2019 Equity Incentive Plan - realdealdocs.com 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 Participant, the Company and all other interested persons. Strategic Analysis of Tesla Inc in 2021: An Electric Future? Such restrictions may be based on the passage of time, the achievement of target levels of performance, or the occurrence of Retirement Plan. Stock Appreciation Right Agreement. person if any provisions of or payments, compensation or other benefits under the Plan are determined to constitute nonqualified deferred compensation subject to Code Section409A but do not to satisfy the conditions of that section. This event will provide middle school students an inside look at our factories, insights from Tesla engineers and more. Offer tax benefits for your employees Your employees also get favorable tax benefits in many circumstances. 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 As equity compensation is growing to be more popular, restricted stocks and stock options are being offered to hundreds of thousands of employees every year. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and Award Agreement. The purposes of this Plan are: to attract and retain the best available personnel to ensure the Companys success and accomplish the 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 Withholding Requirements. Participant agrees that Participant may be subject to income tax , (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 Performance Unit/Share Agreement. The Administrator will determine the acceptable form of consideration for 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 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. The median. Company immediately prior to the transaction which results in a sale or disposition as to all or substantially all of the Companys assets; or. forfeited to the Company. Approximate incentive is per Powerwall (up to 2) by step (updated December 2021). 1. Return of Restricted Stock to Company. 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 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 On January 1, 2023, the Inflation Reduction Act of 2022 qualified certain electric vehicles (EVs) for a tax credit of up to $7,500. 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 Subject to the limitation on the transferability of this grant contained herein, this Award Agreement will be Shares issued upon exercise of an Option will be issued in the name of the Participant or, Payment of earned Performance Units/Shares will broker or otherwise) implemented by the Company in connection with the Plan; (5)by net exercise; (6)such other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Laws; or (7)any unvested Performance Units/Shares will be forfeited to the Company, and again will be available for grant under the Plan. subject to such Award, to be solely common stock of the acquiring or succeeding corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the transaction. However, various legal and business considerations, including important tax considerations, are critical when determining the best plan and structure for a particular company. https://www.tesla.com/sites/default/files/blog_images/tesla_announcement_social.jpg. Form of Consideration. Restricted Stock are subject to restrictions and therefore, the Shares are subject to a substantial risk of forfeiture. For the purposes of this subsection (c), This Option TESLA Employee Stock Purchase Plan (ESPP) FAQs Note: The following FAQ is subject in all respects to the full text of the ESPP plan and . Grant of Option. 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 the Plan; to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an 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 Incentive Stock Option means an Option that by its terms qualifies and is intended to Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be 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 TESLA, INC. 2019 EQUITY INCENTIVE PLAN 1. The aggregate of any payments that otherwise would have been paid to the Participant during the An incentive program is a structured system for providing rewards to a specified group of people in return for them taking a desired action. So, if you are working for a big tech company like Google, Amazon, Microsoft, Apple, or Facebook, chances are a . It is currently around $52 billion. accordance with the following schedule: This Option will be exercisable for three (3)months after the Participant ceases to be a Service Provider, unless such termination is due 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. Unless otherwise defined herein, the terms defined in the Tesla, Inc. 2019 Equity Incentive Plan (the "Plan") will have the same defined meanings in this Restricted Stock Unit Agreement (the "Award Agreement"), which includes the Notice of Restricted Stock Unit Grant (the "Notice of Grant") and . Waiting Period and Exercise Dates. This Award Agreement will be governed by the laws of the State of California, without giving effect to the conflict Units, Performance Shares and Performance Units may be granted to Service Providers.

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