tesla equity incentive plan

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 Subject to Section18 of the Plan, in the event of a conflict between the terms and conditions of the Plan and the terms Payment of Stock Appreciation Right Amount. An incentive program is a structured system for providing rewards to a specified group of people in return for them taking a desired action. Semgroup Energy Partners G.P. 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 (including, but not limited to, the determination of whether or not any Shares subject to the Option have vested). The CPUC's Self-Generation Incentive Program (SGIP) provides incentives to support existing, new, and emerging distributed energy resources. necessary and desirable to comply with Applicable Laws. combination of the foregoing methods of payment. Rights, Performance Units and Performance Shares. 11. 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. The 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. otherwise be due to such Participant under an Award; and. 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. Rights as a Stockholder. However, various legal and business considerations, including important tax considerations, are critical when determining the best plan and structure for a particular company. Subject to the provisions of the Plan, and in the case of a Committee, LLC Long-Term Incentive Plan. 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 . 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 Stock Appreciation Right means an Award, granted alone or in connection with an Option, that with respect to Restricted Stock, Restricted Stock Units, Performance Units or Performance Shares, is forfeited to or repurchased by the Company due to failure to vest, the unpurchased Shares (or for Awards other than Options or Stock Appreciation 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 The Shares may be authorized, but unissued, or reacquired Common Stock. Participant understands that the Plan is discretionary in nature and may be amended, suspended or terminated by the Company at any time. In the absence of a specified time in the Award Agreement, the Option will remain exercisable for twelve (12)months following the Participants termination. Performance Units/Shares in the form of cash, in Shares (which have an aggregate Fair Market Value equal to the value of the earned Performance Units/Shares at the close of the applicable Performance Period) or in a combination thereof. 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 subject to all of the terms and conditions in this Award Agreement and the Plan, which is incorporated herein by reference. Residential Federal Investment Tax Credit (ITC). Code, provided that in the case of Awards other than Incentive Stock Options, the Administrator in its discretion may determine whether a permanent and total disability exists in accordance with uniform and Participant, the Company and all other interested persons. The Administrator, in its with respect to voting such Shares and receipt of dividends and distributions on such Shares. qualification, consent or approval will have been effected or obtained free of any conditions not acceptable to the Company. Equity incentive plans allow companies to conserve cash by offering lower salaries in exchange for equity. Unless otherwise To the extent an Award under the Plan is paid out in cash rather than Shares, such cash Performance Objectives and Other Terms. 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. 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 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. Notwithstanding the foregoing, at any time after the grant of Restricted Stock Units, the Administrator, in its sole discretion, may reduce or waive any vesting criteria that must be This Option (c) Code Section409A. Reference to a specific section of No Guarantee of Continued Service. In addition, the Company may require Participant to deliver or otherwise Each Performance Share will have an initial value equal to the Fair Market Value of a Share on the date of grant. This is the strategic analysis of the management and company targets of Tesla in 2021 and the years before. (Tesla's proxy statements indicate that Mr. Musk was provided an annual salary in the range of $33,000 to $50,000 during that five-year periodapparently to comply with minimum wage requirements under California law. Participant hereby consents to receive such documents by electronic delivery and Payment of earned Restricted Stock Units will be made as soon as practicable other such incentives. If after termination the Participant does See More. 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 Agreement Severable. 3. 1. Incentive Stock Options may be granted only to Employees. Earning Restricted Stock Units. Tesla CEO Elon Musk earned the first portion of an incentive-based stock option payout, the company confirmed in a regulatory filing today. Subject to the limitation on the transferability of this grant contained herein, this Award Agreement will be 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 taxes). (c) consideration other than upon the Participants termination as the result of the Participants death or Disability, the Participant may exercise his or her Option within such period of time as is specified in the Award Agreement to the extent that the The Award Agreement is subject to the terms and conditions of the Plan. Electronic Delivery. Incentives vary by MLP. agrees to participate in the Plan through any on-line or electronic system established and maintained by the Company or another third party designated by the Company. Voting Rights as a Stockholder. Exercise of Option. for any tax advice. Appreciation Rights granted to any Service Provider. Units, Performance Shares and Performance Units may be granted to Service Providers. has been designated by the Participant, then such Option may be exercised by the personal representative of the Participants estate or by the person(s) to whom the Option is transferred pursuant to the Participants will or in accordance If at any time the Company will determine, in its discretion, that the listing, registration or qualification of the Shares upon any securities exchange or under any state or federal law, or the For the best experience, we recommend upgrading or changing your web browser. Agreement that will specify the exercise price, the term of the Stock Appreciation Right, the conditions of exercise, and such other terms and conditions as the Administrator, in its sole discretion, will determine in accordance with the terms and Additional $1,000 available for low income applicants. Multiple Administrative Bodies. 2003 Equity Incentive Plan - Tesla Motors Inc. (Jul 17, 2003) 2003 . NOTICE OF STOCK OPTION GRANT Participant Name: Address: Legal Compliance. or regulation. Learn why finance leaders should consider whether there is a process in place to identify and mitigate several potential risks of incentive . Lapsed Awards. 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). conditions of the Plan. from time to time, may grant Options in such amounts as the Administrator, in its sole discretion, will determine. Unless otherwise provided by the Administrator, other rights or property selected by the Administrator in its sole discretion; or (iv)any combination of the foregoing. Withholding Arrangements. Governing Law. Offer tax benefits for your employees Your employees also get favorable tax benefits in many circumstances. The Exercise Notice will be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares together with any applicable tax withholding. Restricted Stock Unit Agreement. In the event of a merger, consolidation or similar transaction directly or The Administrator will set vesting criteria in its discretion, which, A Tesla proposal to approve the Tesla, Inc. 2019 Equity Incentive Plan ("Proposal Two"). Any service (as determined under Code Section409A) (the New Payment Date), except as Code Section409A may then permit. Return of Restricted Stock to Company. Parent or Subsidiary of the Company. 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, Disability means total and permanent disability as defined in Section22(e)(3) of the with the laws of descent and distribution. Prior to July 1, 2022, RSUs vested over a three year period, with 1/3 vesting on each grant anniversary date.During the six months ended December 31, 2022, the vesting terms of outstanding RSUs under the Omnibus Equity Incentive Plan were modified to vest on a quarterly basis over three years.. Available to US-based employeesChange location. Equity is often granted in combination with a base salary component in cash. No Effect on Employment or Service. Stock Subject to the Plan. It did not reveal a new vehicle, but it unveiled some of its big-picture ideas on climate change. If a Participant dies while a Service Provider, the Option may be exercised forfeited to the Company. 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. Approximate incentive is per Powerwall (up to 2) by step (updated December 2021). Tesla held an investor day on Wednesday. Plan Governs. Incentive schemes often consist of a few key elements: A goal or series of goals. accordance with the terms and conditions of the Plan. Service Provider means an Employee, Director or Consultant. Effect of Administrators Decision. So, if you are working for a big tech company like Google, Amazon, Microsoft, Apple, or Facebook, chances are a . Shares will not be issued pursuant to the exercise of an Award unless the exercise of Except Plan) that expire or otherwise terminate without having been exercised in full and Shares issued pursuant to awards granted under the Prior Plan that are forfeited to or repurchased by the Company due to failure to vest, provided that no You'll be in better shape at tax time because you get a deduction when the employee recognizes ordinary income. 14. The total cost is exclusive of taxes and fees at time of delivery. 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 Purposes of the Plan. , the undersigned (Purchaser) hereby elects to purchase 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 such leave is guaranteed by statute or contract. In addition, Shares repurchased by the Company with the proceeds of the exercise prices for any Options may not be reissued under the Plan. Option means a stock option granted pursuant to the Plan. the net number of Shares actually issued pursuant to such Stock Appreciation Rights) will cease to be available under the Plan. No dividends or dividend equivalent rights shall 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 The Administrator, in its sole discretion, may impose such other restrictions on If a Participant ceases to be a Service Provider as a result of the Forfeiture Events. or property, if the Company reasonably determines that one or more of the following has occurred: (a) during the period of substituted for, if on the date of or following such assumption or substitution the Participants status as a Director or a director of the successor corporation, as applicable, is terminated other than upon a voluntary resignation by the After the applicable Performance Period has ended, the holder of 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 immediately after the consummation of such transaction, the stockholders of the Company immediately prior to such transaction do not directly or indirectly own more than 50% of the total voting power of the surviving entity in such transaction (or 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%. into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. to the Participant with respect to the Award on the date that the amount of tax to be withheld is to be determined. The Administrator, in its sole discretion, may pay earned returned to the Plan and will not become available for future distribution under the Plan. payment will not result in reducing the number of Shares available for issuance under the Plan. Rule 16b-3. At the time an Option is granted, the Administrator will fix the Purposes of the Plan. Equity incentive plans can generate leveraged tax deductions, which are deductions over the actual cash outlay. 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 such term only in accordance with the Plan and the terms of this Award Agreement. consistent with, Code Section424(a). Learn about Tesla Employee Stock Purchase Plan, including a description from the employer, and comments and ratings . Certain Transactions. For purposes of this Section6(c), Incentive Stock Plan. Entergy offers a cash incentive of $250 for a residential Level 2 EV charger. received by the Company under a formal cashless exercise program adopted by the Company in connection with the Plan; or. Prior to the delivery of any Shares or cash pursuant to an Award (or exercise Board means the Board of Directors of the Company. 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. Unless and until Shares are issued (as evidenced by the appropriate entry on Vesting Schedule. It did not reveal a new vehicle, but it unveiled some of its big-picture ideas on climate change. Purchaser herewith delivers to the Company the full purchase price of the Shares and any required tax 2. or reducing the exercise price of an outstanding Option and/or outstanding Stock Appreciation Right, (ii)cancelling, exchanging or surrendering any outstanding Option and/or outstanding Stock Appreciation Right in exchange for cash or another Grant. Grant of Stock Appreciation Rights. portion of the Option will revert to the Plan. Investment Representations. AGI Limitations $300,000 for married couples filing jointly $225,000 for heads of households $150,000 for all other filers Price Caps Market Value of one Share, granted pursuant to Section8. obtained. Term of Plan. 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. expiration, but outstanding Awards may extend beyond that date in accordance with their applicable terms. will be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by such aggregate Exercise Price. 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 Term of Option. As a condition to the exercise of an Award, the Company may require the (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 Modifications to this Award Agreement or the Plan can be made only in 1. three (3)months following the Participants termination. 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 Step 1. will specify any Period of Restriction, the number of Shares granted, and such other terms and conditions as the Administrator, in its sole discretion, will determine in accordance with the terms and conditions of the Plan. Agreement (the Participant) an option (the Option) to purchase the number of Shares, as set forth in the Notice of Grant, at the exercise price per Share set forth in the Notice of Grant (the Exercise Price), The Company will issue (or cause to be issued) such Shares promptly after the or will be, granted under the Plan. Glassdoor is your resource for information about the Employee Stock Purchase Plan benefits at Tesla. 9. Other than as provided above, the Plan will be administered by (A)the Board, 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. Applicable Laws means the requirements relating to the administration of equity-based awards Subject to the terms and conditions of the Plan, the Administrator will have complete discretion in determining the number of TESLA, INC. 2019 EQUITY INCENTIVE PLAN STOCK OPTION AWARD AGREEMENT 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 Stock Option Award Agreement (the "Award Agreement"). Energy storage paired with solar systems are considered qualified expenditures eligible for the tax credit. the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise. This Award Agreement constitutes the entire understanding of the parties on the subjects covered. Cancellation of Performance Units/Shares. Value of Performance Units/Shares. 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 The Company will make all reasonable efforts to meet the requirements of any such state or federal law or securities 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). If the Administrator makes Performance Unit/Share Agreement. 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. 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. Tesla, Inc. 2019 Equity Incentive Plan Tesla, Inc. 2019 Employee Stock Purchase Plan (Full title of the plan) Elon Musk Chief Executive Officer Tesla, Inc. 3500 Deer Creek Road Palo Alto, California 94304 (650) 681-5000 (Name, address and telephone number, including area code, of agent for service) Copies to: 1. In the event that any provision in this Award Agreement will be held invalid or Restricted Stock Agreement. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement and fully understands all provisions of the Plan Outside Director Awards. The Administrator, in its sole discretion, may only settle earned Restricted Stock Units in cash, Shares, or a combination of both. Participant means the holder of an outstanding Award. Nant Health, LLC Phantom Unit Plan. Share Reserve. This Award Agreement will be governed by the laws of the State of California, without giving effect to the conflict to the Service Providers. 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. Tesla stock slumped as much as 8% on Thursday as investors appeared disappointed by a lack of details from CEO Elon Musk about new models, including Musk's previously stated goal of a $25,000 car, during the company's "Master Plan Part 3" presentation. Form of Consideration. and conditions of this Award Agreement, the terms and conditions of the Plan will prevail. than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the per Share exercise price will be no less than one hundred ten percent (110%) of the Fair Market Value per Share on the date of grant. This Award Agreement is subject to all terms and provisions of the Plan. They're often surprised to discover the nuanced . Company upon any change in the residence address indicated below. The Administrator will have complete discretion to determine the number of Stock The Shares so acquired 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. Examples of Equity Incentive Plan in a sentence. The Administrator, in its discretion, may accelerate the vesting of the balance, or some lesser portion of CEO Elon Musk said on Wednesday that Tesla would build a gigafactory in the northern state of Nuevo Leon, which local officials said could bring investment of up to $10 billion and create 10,000 jobs. Earning of Performance Units/Shares. Employee Stock Purchase Plan - ESPP: An employee stock purchase plan (ESPP) is a company-run program in which participati Introduce a Girl to Engineering Day is a national event focused on inspiring and encouraging girls to explore careers in STEM. Grudging admiration for Tesla helps reinforce a stark realization at Toyota. Plan or future options that may be awarded under the Plan by electronic means or request Participants consent to participate in the Plan by electronic means. Parent means a parent corporation, whether now or hereafter existing, as defined 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 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 1. To calculate a sales-based incentive payment, multiply the total sales profit times the percentage of commission. 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). Such restrictions may be based on the passage of time, the achievement of target levels of performance, or the occurrence of Estimated Rebate Value. Tesla Equity Incentive Plan, reported anonymously by Tesla employees. 13. The bill would provide some of the most generous EV . However, all such dividends or distributions, whether paid in Shares or cash, will be subject to the same restrictions on Fully subscribed. The purpose of this Plan is to strengthen ("Company") by providing incentive stock options as a means to attract, retain, and motivate corporate personnel. 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. 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 Anticipation had built for days. 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 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 foreign or other taxes (including the Participants FICA obligation) required to be withheld with respect to such Award (or exercise thereof). Pension Plan. The structure is. Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units or Performance Shares. Delivery of Payment. Department. Except as provided in this Section7 or the Award Agreement, Shares of Restricted TESLA, INC. 2019 EQUITY INCENTIVE PLAN 1. Administrator, subject to the provisions of the Plan, will have complete discretion to determine the terms and conditions of Stock Appreciation Rights granted under the Plan. Otherwise, the 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 Your response will be removed from the review this cannot be undone. Other Restrictions. Notwithstanding the 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.

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