Participant agrees that this Option is granted under and governed by the terms and conditions of the Plan and this Award Agreement, including the Terms and Conditions of Stock Option Grant, attached hereto as Exhibit A, all of which are made To the extent it has not been previously exercised, an Award will terminate immediately prior to the consummation of such Parent means a parent corporation, whether now or hereafter existing, as defined 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 . (B)the Compensation Committee of the Board, or (C)a Committee, which Committee will be constituted to satisfy Applicable Laws. . an express written contract executed by a duly authorized officer of the Company. Definitions. Charitable Gift Matching. 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. Grudging admiration for Tesla helps reinforce a stark realization at Toyota. Unless determined otherwise by the Administrator, an Award may not be sold, Participant understands that the Plan is discretionary in nature and may be amended, suspended or terminated by the Company at any time. 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). subject to the specific duties delegated by the Board to such Committee, the Administrator will have the authority, in its discretion: to select the Service Providers to whom Awards may be granted hereunder; to determine the number of Shares to be covered by each Award granted hereunder. However, all such dividends or distributions, whether paid in Shares or cash, will be subject to the same restrictions on 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 accounting consequences to the Company. TESLA, INC. 2019 EQUITY INCENTIVE PLAN 1. Restricted Stock granted hereunder may exercise full voting rights with respect to those Shares, unless the Administrator determines otherwise. Administration of Plan. The Exercise Notice will be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares together with any applicable tax withholding. 18. Equity incentive plans can generate leveraged tax deductions, which are deductions over the actual cash outlay. 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 But this incentive won't last forever-as of early 2021, 70% of the funds were already committed. The Plan and each Award Agreement under the Plan is intended to meet the requirements of Code Section409A and will be construed and interpreted in But, due to COVID-19's impact, many companies are considering using discretion to determine any earned awards following the end of the . 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. 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) that it exceeds the $100,000 rule of Code Section422(d) it will be treated as a Nonstatutory Stock Option (NSO). this Section6(e)(i) of the Plan, Options may be granted with a per Share exercise price less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant pursuant to a transaction described in, and in a manner After such issuance, recordation and delivery, Participant will have all the rights of a stockholder of the Company 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. 20. Ultimately, Musk could earn up to $55.8 billion in stock and awards, if Tesla's market cap reaches $650 billion. the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise. The to promote the success of the Companys business. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AWARD AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED withholding by the Company on the compensation income recognized by Participant. Notwithstanding the If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, then six (6)months following the first paid, settled or deferred in a manner that will meet 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 Section409A. taxes). Dissolution or Liquidation. At the end of the 6-month period, the money . Such consideration may consist entirely of: (1)cash; Appreciation Rights granted to any Service Provider. Purposes of the Plan. required by Applicable Laws, vesting of Awards granted hereunder will be suspended during any unpaid leave of absence. other events as determined by the Administrator. 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 If so accelerated, such Option will be considered as having vested as of the date specified by the Administrator. Section409A, except as otherwise determined in the sole discretion of the Administrator. The approval provided an additional $675 million for the program and extended it until 2024. agreement between the Participant and the Company or any of its Parent or Subsidiaries, as applicable, an Award that vests, is earned or paid-out upon the satisfaction of one or more performance goals will not To the extent desirable to qualify transactions following the Participants death within such period of time as is specified in the Award Agreement to the extent that the Option is vested on the date of death (but in no event may the Option be exercised later than the expiration of the term the Shares that may be subject to such Restricted Stock Units. Board means the Board of Directors of the Company. When the Company grants a Restricted Stock Award (discussed below) it will need to: (a) take a Board Action; (b) enter into a Restricted Stock Agreement and (c) provide a Notice of Restricted Stock Grant. Adjustments; Dissolution or Liquidation; Merger or Change in Control. this Award Agreement. Notwithstanding any other provision herein, the Option and any Shares or other Plan. Participant, the Company and all other interested persons. I am happy all the way around, cant ask for anything more. 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 Stock Subject to the Plan. 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 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 Except as provided in this Section7 or the Award Agreement, Shares of Restricted 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 any payment of an amount that is otherwise accelerated under this Section will be delayed until the earliest time that such payment would be permissible under Code Section409A without triggering any penalties applicable under Code In taking any of the actions permitted under this Section13(c), the Administrator will not be obligated to treat all returned to the Plan and will not become available for future distribution under the Plan. In the event of a merger, consolidation or similar transaction directly or In the absence of a specified time in the Award Agreement, the Option will remain exercisable for period between the date of separation from service and the New Payment Date shall be paid to the Participant in a lump sum on such New Payment Date, and any remaining payments will be paid on their original schedule. 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 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. Each Stock Appreciation Right grant will be evidenced by an Award 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 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. The Plan and Award Agreement are incorporated Company, such a representation is required. GRANTED THE OPTION OR ACQUIRING SHARES HEREUNDER. 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 Employee means any person, including Officers and Directors, employed by the Company or any 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 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. repay to the Company the Option and any Shares or other 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 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. Employer Identification No.) As Randall Chase of the Associated Press reports,. Reference to a specific section of At the time an Option is granted, the Administrator will fix the If a Participant dies while a Service Provider, the Option may be exercised Be sure to visit the specific programs website for the most up-to-date information on availability, eligibility and redemption requirements. Energy storage paired with solar systems are considered qualified expenditures eligible for the tax credit. The Administrator, in its sole discretion and pursuant to such procedures as Purchaser understands that Purchaser may suffer adverse tax consequences as a result of Purchasers 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. Exercise Price and Other Terms. SGIP provides rebates for qualifying distributed energy systems installed on the customer's side of the utility meter. Approximate incentive is per Powerwall (up to 2) by step (updated December 2021). 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. Rights as a Stockholder. Expiration of Stock Appreciation Rights. Address for However, various legal and business considerations, including important tax considerations, are critical when determining the best plan and structure for a particular company. In the absence of a specified time in the Award Agreement, the Option will remain exercisable for twelve (12)months following the Participants termination. 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 qualify as an incentive stock option within the meaning of Section422 of the Code and the regulations promulgated thereunder. Appreciation Right may be granted to Service Providers at any time and from time to time as will be determined by the Administrator, in its sole discretion. 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. Each Performance Share will have an initial value equal to the Fair Market Value of a Share on the date of grant. Representations of Purchaser. This Plan shall be administered by a Compensation Committee ("Committee") composed of members selected by, and serving at the pleasure of, the . New Toyota CEO, with eye on Tesla, plots next-gen EV platform push. Option is vested on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement). Musk will receive no other compensation for. 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 Types of Awards. 19. , the undersigned (Purchaser) hereby elects to purchase Further, if for any reason this Option (or portion thereof) will not qualify as an ISO, then, to the extent of such Because the Company consolidated its common shares on the basis of one post-consolidation common share for every three pre-consolidation common shares on January 25, 2023, there are now an. Consultant means any person, including an advisor, engaged by the Company or a Parent or 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 Performance Units and Performance Shares may be granted to Service Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of The Plan will become effective upon its approval by the stockholders of the Company in the Disability of Participant. 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 Reduces employee turnover 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effect when discretion is being exercised with respect to the Plan. 4. 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 The Company will make all reasonable efforts to meet the requirements of any such state or federal law or securities 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. Some communities and utility companies also offer additional incentives through cash back, discounted rate plans and other credits. Depending on your location, state and local utility incentives may be available for electric vehicles and solar systems. Participant hereby consents to receive such documents by electronic delivery 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. In the event that any provision in this Award Agreement will be held invalid or percent (100%) of the Fair Market Value per Share on the date of grant. Restricted Stock Unit means a bookkeeping entry representing an amount equal to the Fair not exercise his or her Option within the time specified herein, the Option will terminate, and the Shares covered by such Option will revert to the Plan. PSAV Holdings LLC Phantom Unit Appreciation Plan and Award Agreement. 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, Rights, Performance Units and Performance Shares. A merger, consolidation or similar transaction directly or indirectly involving the Company in which Section409A. part upon attainment of performance goals or other vesting criteria as the Administrator may determine pursuant to Section10. PSAV Holdings LLC 2014 Management Incentive Plan (Profits . 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 These awards can represent a significant part of your total compensationand should be taken into consideration as you build your overall financial plan. the balance, of the unvested Option at any time, subject to the terms of the Plan. Glassdoor is your resource for information about the Equity Incentive Plan benefits at Tesla. 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. Musk won't get the. Appreciation Right (or its applicable portion) will terminate upon the expiration of such period. 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. accordance with such intent, except as otherwise determined in the sole discretion of the Administrator. In many instances the recipient will want to make a Internal Revenue Code Section 83 election. conditions of the Plan. 5. https://www.tesla.com/sites/default/files/blog_images/tesla_announcement_social.jpg. (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 exercise price will be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant. Notices. 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 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. will have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to Participant. 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 Plan with respect to such Awards. 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. Assuming such compliance, for income tax purposes the Exercised Shares will be considered transferred to Participant on the date the Option is exercised with Notwithstanding anything to the contrary herein, in no event shall the Administrator effect any Repricing of any Option Qualified vehicles are exempt from emissions testing. Governing Law.