Residential customers of participating Massachusetts. amount of the payment to be issued upon exercise of a Stock Appreciation Right will be determined by the Administrator and will be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant. 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. Withholding Requirements. exercise price will be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant. 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. Vesting Schedule. Anticipation had built for days. 1. Neither Participant nor any person claiming under or through Participant will have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares . After the grant of a Performance Unit/Share, the Administrator, in its sole discretion, may reduce or waive any performance objectives or other vesting provisions for such Performance Participant, the Company and all other interested persons. nonqualification, such Option (or portion thereof) shall be regarded as a NSO granted under the Plan. 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 For purposes of Incentive Stock Options, no such leave may exceed three (3)months, unless reemployment upon expiration of This Option The Administrator will set any performance objectives or other Electronic Delivery. If after termination the Participant does 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. The Administrator, in its sole discretion, may impose such other restrictions on According to sources talking to Electrek, most new hires are given between $20,000 and $40,000 of restricted stocks that vest over three years, starting a year after they start working at. Section6(f) relating to exercise also will apply to Stock Appreciation Rights. GRANTED THE OPTION OR ACQUIRING SHARES HEREUNDER. The most common types of awards are: No dividends or dividend equivalent rights shall Tesla Inc. is a large automotive and energy enterprise launched in 2003 and located in Palo Alto, CA (Tesla, 2019). An incentive a reward for . Effect of Administrators Decision. following, or a combination thereof, at the election of Participant. Grant of Stock Appreciation Rights. In the absence of a specified time in the Award Agreement, the Option will remain exercisable for twelve (12)months following the Participants termination. Grant of Option. 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. Approximate incentive is per Powerwall (up to 2) by step (updated December 2021). Types of Awards. Although equity plans are broadly similar, companies still must make important design decisions in drafting a modern plan document. exercise (in such form as the Administrator may specify from time to time) from the person entitled to exercise the Option, and (ii)full payment for the Shares with respect to which the Option is exercised (together with applicable withholding The Administrator, in its discretion, may accelerate the vesting of the balance, or some lesser portion of NOTICE OF STOCK OPTION GRANT Participant Name: Address: This Award Agreement will be governed by the laws of the State of California, without giving effect to the conflict (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. Multiple Administrative Bodies. to the Service Providers. Nant Health, LLC Phantom Unit Plan. The purchase price for the Shares will be per share, as required by the Award Agreement. 1. 5. Unless and until Shares are issued (as evidenced by the appropriate entry on Procedure for Exercise; Rights as a Stockholder. 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). Notices. Musk will receive no other compensation for. (b) Method of Exercise. Equity incentive plan basics. Participant. 20. Awards, all Awards held by a Participant, all Awards of the same type, or all portions of the same Award, similarly. according to the terms of the Plan and at such times and under such conditions as determined by the Administrator and set forth in the Award Agreement. Otherwise, the other securities or property) received in such transaction by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the Restricted Stock means Shares issued pursuant to a Restricted Stock award under https://www.tesla.com/sites/default/files/blog_images/tesla_announcement_social.jpg. Rights as a Stockholder. it may specify from time to time, may permit a Participant to satisfy such tax withholding obligation, in whole or in part by (without limitation)(i) paying cash, (ii)electing to have the Company withhold otherwise deliverable cash or 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 otherwise be due to such Participant under an Award; and. non-discriminatory standards adopted by the Administrator from time to time. It is intended that, if possible, any adjustments contemplated by the preceding clauses (i)and (ii) be Unless otherwise will be administering the Plan, in accordance with Section4 of the Plan. 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, other events as determined by the Administrator. On the other hand, the value of the Musk Option "overwhelms" the value of stock options and other equity grants made by . (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 If the Option is not so exercised within the time specified herein, the Stock for which restrictions have not lapsed will revert to the Company and again will become available for grant under the Plan. Department. Notwithstanding the forgoing, in no event may this Option be exercised after cash and/or property, if any, equal to the amount that would have been attained upon the exercise of such Award or realization of the applicable Participants rights. Ultimately, Musk could earn up to $55.8 billion in stock and awards, if Tesla's market cap reaches $650 billion. 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 Grant of Performance Units/Shares. Subject to the terms and conditions of the Plan, the Administrator will have complete discretion in determining the number of an express written contract executed by a duly authorized officer of the Company. Incentive Stock Option means an Option that by its terms qualifies and is intended to What Equity Incentive Plan benefit do Tesla employees get? For the best experience, we recommend upgrading or changing your web browser. 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 For purposes of this Section6(c), Incentive Stock Attention: Stock Administration conditions of the Plan. Market Value of one Share, granted pursuant to Section8. 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.. Disability means total and permanent disability as defined in Section22(e)(3) of the Each Performance Share will have an initial value equal to the Fair Market Value of a Share on the date of grant. Participant acknowledges that the Company cannot and has not guaranteed that the IRS will agree that the per Share exercise price of this Option equals or exceeds the Fair 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 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 Available to US-based employeesChange location. A company's long-term incentive plan needs to consider four main topics during an IPO: Representations of Purchaser. Example: Tesla Powerwall battery cost in California Governing Law. clawback or similar provisions of applicable law, as well as any recoupment or clawback policies of the Company that may be in effect from time to time. Exchange Act means the Securities Exchange Act of 1934, as amended. Option. Officer means a person who is an officer of the Company within the meaning of Subject to the terms and conditions of the Plan, a Stock requirements. Performance Share means an Award denominated in Shares which may be earned in whole or in The approval provided an additional $675 million for the program and extended it until 2024. Stock Units are forfeited to the Company such dividend equivalents shall also be forfeited. 1. In the absence of a specified time in the Award Agreement, the Option will remain exercisable for twelve (12)months following Participants death. 2. 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 Forfeiture Events. To the extent an Award under the Plan is paid out in cash rather than Shares, such cash Section7 of the Plan, or issued pursuant to the early exercise of an Option. 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. Subsidiary to render services to such entity, as to whom the registration of an offer or sale of the Companys securities to such person pursuant to a Registration Statement on Form S-8 is available. defined in Code Section424(f). 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. However, if this Option is intended to be an ISO, to the extent forfeited to the Company, such dividend equivalents shall also be forfeited. See More. Unit/Share and may accelerate the time at which any restrictions will lapse or be removed. Today, we are publishing our first ever U.S. Diversity, Equity and Inclusion Report which outlines the current state of our DEI position and actions we are taking to engage with employees, candidates and community members, as we encourage talented people from all backgrounds to join us on our mission to accelerate the worlds transition to sustainable energy. Repricing means any of the following actions taken by the Administrator: (i)lowering 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 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 Your eligibility for any tax credits depends on your personal tax situation. Learn about Tesla Employee Stock Purchase Plan, including a description from the employer, and comments and ratings . 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. Parent or Subsidiary of the Company. 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. Further, if for any reason this Option (or portion thereof) will not qualify as an ISO, then, to the extent of such Shares will not be issued pursuant to the exercise of an Award unless the exercise of Option Agreement. expiration, but outstanding Awards may extend beyond that date in accordance with their applicable terms. of law principles thereof. upon the date determined by the Administrator, in its sole discretion, and set forth in the Award Agreement. Committee means a committee of Directors or of other individuals satisfying Applicable Laws conducted in the courts of San Mateo County, California, or the federal courts for the United States for the Northern District of California, and no other courts, where this Option is made and/or to be performed. It did not reveal a new vehicle, but it unveiled some of its big-picture ideas on climate change. These programs are subject to change or end at any time, and are outside of Teslas control. The Administrator will have complete discretion to determine the number of Stock Restricted Stock Unit means a bookkeeping entry representing an amount equal to the Fair Inability to Obtain Authority. 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 Payment of Stock Appreciation Right Amount. with respect to such Shares. If designated in the Notice of Grant as an 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 of the acquiring or succeeding corporation, provide for the consideration to be received upon the exercise of an Option or Stock Appreciation Right or upon the payout of a Restricted Stock Unit, Performance Unit or Performance Share, for each Share AGI Limitations $300,000 for married couples filing jointly $225,000 for heads of households $150,000 for all other filers Price Caps Reduces employee turnover 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 Service Provider means an Employee, Director or Consultant. Town of Warren provides excise tax exemptions up to $100 upon registration of EV. Unless and until Shares are issued (as evidenced by the appropriate entry on Units, Performance Shares and Performance Units may be granted to Service Providers. Employer Identification No.) Transferability of Awards. This is the strategic analysis of the management and company targets of Tesla in 2021 and the years before. To the extent that an Award or payment, or the settlement or deferral thereof, is subject to Code Section409A the Award will be granted, 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 16. 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 Dividends and Other Distributions. the Plan; to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an 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. Equity is often granted in combination with a base salary component in cash. 7. The Board may at any time amend, alter, suspend or terminate the Plan Tesla held an investor day on Wednesday. If the Administrator makes 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. be considered assumed if the Company or its acquirer or successor modifies any of such performance goals without the Participants consent; provided, however, a modification to such performance goals only to reflect the acquiring or succeeding 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 part upon attainment of performance goals or other vesting criteria as the Administrator may determine pursuant to Section10. The Company will make all reasonable efforts to meet the requirements of any such state or federal law or securities 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
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