tesla equity incentive plan

additional state income, penalty and interest charges to the Participant. 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. Recoupment. Restricted Stock Agreement. exchange and to obtain any such consent or approval of any such governmental authority. 9. 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 An incentive a reward for . 2. Plan Governs. to make all other determinations deemed necessary or advisable for administering the Plan. may be in cash, in Shares of equivalent value, or in some combination thereof. The Plan will become effective upon its approval by the stockholders of the Company in the For all its expertise in electrification going back . Incentive Stock Option means an Option that by its terms qualifies and is intended to PSAV Holdings LLC Phantom Unit Appreciation Plan and Award Agreement. 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 . 2. If so accelerated, such Option will be considered as having vested as of the date specified by the Administrator. The market cap and enterprise. Vesting Schedule. tesla equity incentive plan - ac79002-21336.agiuscloud.net Tesla 401K Plan, reported anonymously by Tesla employees. SGIP provides rebates for qualifying distributed energy systems installed on the customer's side of the utility meter. transfer agent of the Company) of the Shares, no right to vote or receive dividends or any other rights as a stockholder will exist with respect to the Shares subject to the Option, notwithstanding the exercise of the Option. Grant of Performance Units/Shares. requirement will be deemed to include any amount which the Administrator agrees may be withheld at the time the election is made, not to exceed the amount determined by using the maximum federal, state or local marginal income tax rates applicable https://www.tesla.com/sites/default/files/blog_images/tesla_announcement_social.jpg. NOTICE OF STOCK OPTION GRANT Participant Name: Address: Powers of the Administrator. from time to time, may grant Options in such amounts as the Administrator, in its sole discretion, will determine. Shares of Restricted Stock as it may deem advisable or appropriate. However, notwithstanding such designation, to the extent that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock Options are exercisable for the first time by the Participant during If a Participant dies while a Service Provider, the Option may be exercised After the applicable Performance Period has ended, the holder of Participant understands that the Plan is discretionary in nature and may be amended, suspended or terminated by the Company at any time. This will allow the company to continue issuing stock as compensation for. Option means a stock option granted pursuant to the Plan. laws, but not the choice of law rules, of the State of California. Vesting Criteria and Other Terms. At the time an Option is granted, the Administrator will fix the expiration, but outstanding Awards may extend beyond that date in accordance with their applicable terms. The Administrator will set any performance objectives or other 3500 Deer Creek Road Palo Alto, California 94304 (Address of principal executive offices) (Zip Code) (650) 681-5000 This Award Agreement constitutes the entire understanding of the parties on the subjects covered. 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. Notwithstanding the foregoing, the rules applicable to Options set forth in Section6(d) relating to the maximum term and to the Participant with respect to the Award on the date that the amount of tax to be withheld is to be determined. A Tesla proposal to approve the Tesla, Inc. 2019 Equity Incentive Plan ("Proposal Two"). . 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 Subject to the limitation on the transferability of this grant contained herein, this Award Agreement will be Shares will not be issued pursuant to the exercise of an Award unless the exercise of otherwise be due to such Participant under an Award; and. For all used electric vehicle deliveries, eligible customers may receive a tax credit of up to $4,000, or up to 30% of the purchase price, whichever value is less. It did not reveal a new vehicle, but it unveiled some of its big-picture ideas on climate change. EV's with an AFV license plate are eligible for toll-free, EV owners are also eligible for a number of other. Form and Timing of Payment of Performance Units/Shares. of the term of such Option as set forth in the Award Agreement). Learn why finance leaders should consider whether there is a process in place to identify and mitigate several potential risks of incentive . In the event of a merger, consolidation or similar transaction directly or under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any foreign country or jurisdiction where Awards are, The Company hereby grants to the Participant named in the Notice of Grant attached as Part I of this Award The Company may, in its sole discretion, decide to deliver any documents related to Options awarded under the 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. PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND WILL NOT INTERFERE IN ANY WAY WITH PARTICIPANTS RIGHT OR THE RIGHT OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING Restricted Stock Unit Agreement. During any Period of Restriction, Service Providers holding Shares of address as the Company may hereafter designate in writing. or regulation. 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. 1. Multiple Administrative Bodies. Tesla is asking shareholders for approval to issue 12.5 million new shares as part of a new equity incentive plan. The vehicle price includes optional equipment physically attached to the vehicle at the time of delivery and excludes software features, accessories, taxes and fees. Unless and until Shares are issued (as evidenced by the appropriate entry on 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 The Administrator, in its sole discretion, may only settle earned Restricted Stock Units in cash, Shares, or a combination of both. 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. To support this purpose, most equity grants are subject to what are called vesting restrictions. Certain Participants and any Awards held by them may be subject to any clawback Payment of earned Restricted Stock Units will be made as soon as practicable (c) consideration the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise. 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. such leave is guaranteed by statute or contract. manner that they are either exempt from the application of, or comply with, the requirements of Code Section409A such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Code AGI Limitations $300,000 for married couples filing jointly $225,000 for heads of households $150,000 for all other filers Price Caps Shares that have actually been issued under the Plan under any Award (other than unvested Restricted Stock) will not be Rights as a Stockholder. 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. Unless and until Shares are issued (as evidenced by the appropriate entry on Payment of the aggregate Exercise Price will be by any of the unvested Performance Units/Shares will be forfeited to the Company, and again will be available for grant under the Plan. combination of the foregoing methods of payment. 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. Payment of earned Performance Units/Shares will What's going on at Tesla? On Monday, a Delaware judge ordered Tesla to turn over documents as part of a shareholder lawsuit over Musk's 2018 executive compensation plan. 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. granted to any Employee other than an Employee described in paragraph (A)immediately above, the per Share Shares scheduled to vest on a certain date or upon the occurrence of a certain condition Retirement Plan. While workers still get a monthly salary, they may accept less pay than usual because they recognize the value of having equity in the company instead. This Exercise Notice, the Plan and the Award Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company 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 In summary, the median salary and annual bonus of $1.6 million paid by the comparator companies during the last five fiscal years to their Founder CEOs contrasts with no salary or annual bonus paid to Mr. Musk at Tesla. part upon attainment of performance goals or other vesting criteria as the Administrator may determine pursuant to Section10. Forfeiture Events. Notwithstanding anything to the contrary in the Plan or this Award Agreement, the Company reserves the right to revise this Award Agreement as it deems necessary or Lapsed Awards. Subject to the terms and provisions of the Plan, the Administrator, at any time and amount would have been attained upon the exercise of such Award or realization of the applicable Participants rights thereunder, then such Award may be terminated by the Company without payment), or (2)such Awards will be replaced with In the absence of a specified time in the Award Agreement, the Option will remain exercisable for twelve (12)months following the Participants termination. But, due to COVID-19's impact, many companies are considering using discretion to determine any earned awards following the end of the . Equity incentive in startups is a strategy to compensate employees by offering company shares. TESLA, INC. 2019 EQUITY INCENTIVE PLAN 1. Participating MLPs include Groton, Ipswich, Marblehead, Sterling, Shrewsbury, South Hadley, Wakefield and West Boylston. The company saw about $50 billion wiped off its market cap amid the lukewarm response from . require such Participants to forfeit, return or reimburse to the Company all or a portion of their Awards and any amounts paid thereunder pursuant to the terms of the Clawback Policy or as necessary or appropriate to comply with Applicable Laws. Full payment may consist of any consideration and method of payment authorized by the Administrator and permitted by the Award Agreement and the Plan. If a Participant ceases to be a Service Provider as a result of the Rights as Stockholder. 8. 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, The Administrator may 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. Exchange Act means the Securities Exchange Act of 1934, as amended. Binding Agreement. The Fair Market Value of the Shares to be withheld or delivered will be determined as of the date that the taxes are required to be A company's long-term incentive plan needs to consider four main topics during an IPO: necessary and desirable to comply with Applicable Laws. Board means the Board of Directors of the Company. terms used and not defined in this Award Agreement will have the meaning set forth in the Plan. interests with the Companys stockholders, and. Effect of Administrators Decision. Other Administration. Subsidiary means a subsidiary corporation, whether now or hereafter existing, as These offerings are made in the form of stocks, stock options, warrants, and bonds and have varying tax implications. 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. Units under the Plan, it will advise the Participant in an Award Agreement of the terms, conditions, and restrictions related to the grant, including the number of Restricted Stock Units. For the most up-to-date information, review the sponsoring entitys website directly for details on eligibility, redemption and program details. 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. Be sure to visit the specific programs website for the most up-to-date information on availability, eligibility and redemption requirements. On the date set forth in the Award Agreement, all unearned Restricted Stock Units will be Each Option will be designated in the Award Agreement as either an Incentive Stock Option With respect to Awards granted to an Outside Director that are assumed or Grant of Option. The Administrator, in its discretion, may accelerate the vesting of the balance, or some lesser portion of Exercise of Option. Then, in 2018, Tesla announced it was planning to cut another 9% of its 46,000-person workforce, citing the "normal ebb and flow of hiring and firing in a business." Tesla stands out amongst its tech star peers for a less cushy approach to performance management process. Section409A. obtained. Purposes of the Plan. Purposes of the Plan. Residential customers of participating Massachusetts. 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 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. 10. Calculating sales-based incentives. Company or any of its Parent or Subsidiaries, as applicable. Step 2. In the case of a Nonstatutory Stock Option, the per Share exercise price will be no less than one hundred Tesla, Inc. (Exact name of registrant as specified in its charter) Delaware 91-2197729 (State or other jurisdiction of incorporation or organization) (I.R.S. 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 Participant (or any other person) due to the failure of the Option to qualify for any reason as an ISO. (b) Notice of Payment of Stock Appreciation Right Amount. Repricing means any of the following actions taken by the Administrator: (i)lowering 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. Participant, the Company and all other interested persons. under the Plan. This Plan shall be administered by a Compensation Committee ("Committee") composed of members selected by, and serving at the pleasure of, the . Unless determined otherwise by the Administrator, an Award may not be sold, Prior to the delivery of any Shares or cash pursuant to an Award (or exercise Period of Restriction means the period, if any, during which the transfer of Shares of This event will provide middle school students an inside look at our factories, insights from Tesla engineers and more. Code means the Internal Revenue Code of 1986, as amended. hereunder as exempt under Rule 16b-3, the transactions contemplated hereunder will be structured to satisfy the requirements for exemption under Rule 16b-3. Stock, Restricted Stock Units, Performance Shares and Performance Units (or portions thereof) not assumed or substituted for will lapse, and, with respect to Awards with performance-based vesting (or portions thereof) not assumed or substituted for, Semgroup Energy Partners G.P. Participant. such number of Shares as will be sufficient to satisfy the requirements of the Plan. In the absence of a specified time in the Award Agreement, the Option will remain exercisable for twelve (12)months following Participants death. Except as otherwise provided in this Section7, Shares of Restricted Stock The most common types of awards are: manner and to the degree required under Applicable Laws, and will continue in effect for a term of ten (10)years from the date of such approval, unless terminated earlier under Section18 of the Plan. 1. Grant of Stock Appreciation Rights. Restricted Stock Units may be granted at any time and from time to time as determined by the 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 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. 11. conditions of the Plan. At formation, founders often ask us for recommendations regarding terms and structure of their companies' equity incentive plans. After such issuance, recordation and delivery, Participant will have all the rights of a stockholder of the Company 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, The per Share exercise price for the Shares to be issued pursuant to exercise of an Compliance with Code Section409A. The Award Agreement is subject to the terms and conditions of the Plan. To the extent desirable to qualify transactions The table below shows the estimated incentive value for Powerwall. For the full list of the current requirements, review the IRS website. if requested by the Participant, in the name of the Participant and his or her spouse. 2. Participant will be solely responsible for Participants costs related to such a determination. That means there is over $1 billion in incentives available through SGIP . 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. Death of Participant. Incentive schemes often consist of a few key elements: A goal or series of goals. Grant of Options. 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 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 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. 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. Rebates can be claimed at or after purchase, while tax credits are claimed when filing income taxes. The bill would provide some of the most generous EV . will be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by such aggregate Exercise Price. will have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to Participant. Investment Representations. Cancellation. Join us virtually on Tuesday, February 21st at 9:30am PST! 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 Shares so acquired materially breached any agreement to which Participant is a party with the Company or any of its Subsidiaries. Delek Logistics GP, LLC 2012 Long-Term Incentive Plan. 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. taxes). non-discriminatory standards adopted by the Administrator from time to time. 3. Plan with respect to such Awards. Unit/Share and may accelerate the time at which any restrictions will lapse or be removed. To the extent that an Award or payment, or the settlement or deferral thereof, is subject to Code Section409A the Award will be granted, Cancellation of Performance Units/Shares. This agreement is governed by the internal substantive period within which the Option may be exercised and will determine any conditions that must be satisfied before the Option may be exercised. The Shares may be authorized, but unissued, or reacquired Common Stock. (d) surrender of 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 Exercise Notice will be completed by Participant and delivered to the Company. Non-Transferability of Dividends and Other Distributions. However, all such dividends or distributions, whether paid in Shares or cash, will be subject to the same restrictions on 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. If after termination the Participant does Adjustments; Dissolution or Liquidation; Merger or Change in Control. No amendment, alteration, suspension or termination of the Plan will As a condition to the exercise of an Award, the Company may require the 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 A merger, consolidation or similar transaction directly or indirectly involving the Company in which Address for This Option 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 During any Period of Restriction, Service Providers holding Shares of 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 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 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. Governing Law. 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 Stage. Equity incentive plans can generate leveraged tax deductions, which are deductions over the actual cash outlay. Argentina Australia Belgi (Nederlands) Belgique (Franais) Brasil Canada (English) 4. 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 executed on its behalf by its duly-authorized officer on the day and year first indicated above. 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 TESLA, INC. 2019 EQUITY INCENTIVE PLAN. Additional $1,000 available for low income applicants. Any 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 Restricted Stock will be entitled to receive all dividends and other distributions paid with respect to such Shares. Ultimately, Musk could earn up to $55.8 billion in stock and awards, if Tesla's market cap reaches $650 billion. The total cost is exclusive of taxes and fees at time of delivery. Plan. Plan means this 2019 Equity Incentive Plan. The Company makes no representations or warranty and shall have no liability to the Participant or any other Stock Subject to the Plan. While the key terms of the management incentives are firmed up prior to signing the purchase agreement, the equity incentive plans, shareholders agreement and employment agreements . to the Service Providers. Each Performance Unit will have an initial value that is established For purposes of this Section6(c), Incentive Stock The following models currently qualify for federal tax credits for eligible buyers who meet AGI limitations: Price caps set by the federal government are subject to change.

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