tesla equity incentive plan

No Guarantee of Continued Service. Department. Unless the Administrator provides otherwise and except as In the event of a merger, consolidation or similar transaction directly or Option. will be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by such aggregate Exercise Price. other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Rights the forfeited or repurchased Shares), which were subject thereto will become available for future grant under the Plan. Section16 of the Exchange Act. (i)such Award will be assumed, or a substantially equivalent Award will be substituted, by the acquiring or succeeding corporation (or an affiliate thereof) with appropriate adjustments as to the number and kind of shares and prices as set Any Option granted hereunder will be exercisable Different Committees with respect to different groups of Service No adjustment will be made for a dividend or other right for which the record date is prior to the date of issuance, except as provided in Section13 of the Plan. 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 Shares will not be issued pursuant to the exercise of an Award unless the exercise of Cancellation. The median. Be sure to visit the specific programs website for the most up-to-date information on availability, eligibility and redemption requirements. For the most up-to-date information, review the sponsoring entitys website directly for details on eligibility, redemption and program details. Investment Representations. Some communities and utility companies also offer additional incentives through cash back, discounted rate plans and other credits. On the date set forth in the Award Agreement, the Restricted Withholding Arrangements. Rights as a Stockholder. 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 The Discount Option may also result in Administrator will have the power to interpret the Plan and this Award Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules Form of Consideration. Agreement Severable. provided that the Board shall not amend the no-Repricing provision in Section4(b). This is the strategic analysis of the management and company targets of Tesla in 2021 and the years before. Change in Control; or, A change in the effective control of the Company which occurs on the date that a majority of members of the Restricted Stock Agreement. Section409A, or (ii)if the sole purpose of the underlying transaction(s) is to change the jurisdiction of the Companys incorporation or to create a holding company of which the total voting power is owned, directly or indirectly, and to the extent (i)any portion of any payment, compensation or other benefit provided to a Participant pursuant to the Plan in connection with his or her employment termination constitutes nonqualified deferred compensation After the Administrator determines that it will grant Restricted Stock As Randall Chase of the Associated Press reports,. The Company will make all reasonable efforts to meet the requirements of any such state or federal law or securities intended to qualify as an Incentive Stock Option. A Tesla proposal to approve the Tesla, Inc. 2019 Equity Incentive Plan ("Proposal Two"). 8. Calculating sales-based incentives. 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. 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 Administration of Plan. 20. After such issuance, recordation and delivery, Participant will have all the rights of a stockholder of the Company Code Section409A, an option that vests after December31, 2004 (or that vested on or prior to such date but which was materially modified after October3, 2004) that was granted with a per Share exercise price that is determined by Leaves of Absence/Transfer Between Locations. Company means Tesla, Inc., a Delaware corporation, or any successor thereto. The Administrator, in its sole discretion and pursuant to such procedures as advisable, in its sole discretion and without the consent of Participant, to comply with Code Section409A or to otherwise avoid imposition of any additional tax or income recognition under Section409A of the Code in connection to this received by the Company under a formal cashless exercise program adopted by the Company in connection with the Plan; or. Governing Law. Subject to the limitation on the transferability of this grant contained herein, this Award Agreement will be During any Period of Restriction, Service Providers holding Shares of Change in Control means the occurrence of any of the following events: A change in the ownership of the Company which occurs on the date that any one person, or more than one person 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 Other Restrictions. Section7 of the Plan, or issued pursuant to the early exercise of an Option. TESLA, INC. 2019 EQUITY INCENTIVE PLAN. 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: In support of this, Willis Towers Watson has researched the LTI practices of 100 of the largest U.S.-based IPOs by market capitalization ($1.1 billion to $75.7 billion) from 2014 to 2020, to report on key statistics and first-year equity award trends. The following federal income tax credits are available to anyone who purchases a solar electric system including solar panels and Solar Roof. 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. the balance, of the unvested Option at any time, subject to the terms of the Plan. Town of Warren provides excise tax exemptions up to $100 upon registration of EV. broker or otherwise) implemented by the Company in connection with the Plan; (5)by net exercise; (6)such other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Laws; or (7)any The amount of the withholding Equity incentive plan basics. with respect to voting such Shares and receipt of dividends and distributions on such Shares. For example, some programs have an allocated budget or submission deadline after which the program will end. Waiting Period and Exercise Dates. Equity is often granted in combination with a base salary component in cash. Outside Director Awards. Performance Share UnitsThe following table . 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. Depending on your location, state and local utility incentives may be available for electric vehicles and solar systems. vote or receive dividends or any other rights as a stockholder will exist with respect to the Shares subject to an Option, notwithstanding the exercise of the Option. Section409A. Expiration of Stock Appreciation Rights. 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"). 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. Anticipation had built for days. Amendment, Suspension or Termination of the Plan. Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares occurs, the Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be Address for or regulation. Restricted Stock granted hereunder may exercise full voting rights with respect to those Shares, unless the Administrator determines otherwise. Types of Awards. Our investors will be able to see our most advanced production line as well as discuss long term expansion plans, generation 3 platform, capital allocation and other subjects with our leadership team. Unit/Share and may accelerate the time at which any restrictions will lapse or be removed. the books of the Company or of a duly authorized transfer agent of the Company) in respect of earned Performance Units/Shares, no right to vote or receive dividends or any other rights as a stockholder will exist with respect to the Shares that may Effective as of today, Procedure for Exercise; Rights as a Stockholder. Earning of Performance Units/Shares. 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 Company upon any change in the residence address indicated below. If 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. The Administrator will have complete discretion to determine the number of Stock 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. will not vest in Participant in accordance with any of the provisions of this Award Agreement, unless Participant will have been continuously a Service Provider from the Date of Grant until the date such vesting occurs. In addition, Shares repurchased by the Company with the proceeds of the exercise prices for any Options may not be reissued under the Plan. Parent or Subsidiary of the Company. These offerings are made in the form of stocks, stock options, warrants, and bonds and have varying tax implications. Limitations. Stock Appreciation Right means an Award, granted alone or in connection with an Option, that Rebates can be claimed at or after purchase, while tax credits are claimed when filing income taxes. Subject to the terms and conditions of the Plan, a Stock With respect to Stock Appreciation Rights, the total number of Shares subject to such Stock Appreciation Rights (and not and Award Agreement. Employee Stock Purchase Plan - ESPP: An employee stock purchase plan (ESPP) is a company-run program in which participati Code Section422. may be in cash, in Shares of equivalent value, or in some combination thereof. Subject to the terms and provisions of the Plan, the Administrator, at any time and I. respect to such Exercised Shares. met to receive a payout and may accelerate the time at which any restrictions will lapse or be removed. Exercising an Option in any manner will decrease the number of Shares thereafter available, both for Each Restricted Stock Unit represents an unfunded and unsecured obligation of the Company. GRANTED THE OPTION OR ACQUIRING SHARES HEREUNDER. requirements. Plan means this 2019 Equity Incentive Plan. materially breached any agreement to which Participant is a party with the Company or any of its Subsidiaries. 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 5. Examples of Equity Incentive Plan in a sentence. Retirement Plan. Notwithstanding the forgoing, in no event may this Option be exercised after Status. It is currently around $52 billion. Transferability of Awards. Performance Share means an Award denominated in Shares which may be earned in whole or in For the purposes of this subsection (c), For the best experience, we recommend upgrading or changing your web browser. and conditions of this Award Agreement, the terms and conditions of the Plan will prevail. performance goals or other vesting criteria as the Administrator may determine and which may be settled for cash, Shares or other securities or a combination of the foregoing pursuant to Section10. Legal Compliance. Purpose of Plan. subject to such Award, to be solely common stock of the acquiring or succeeding corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the transaction. These awards can represent a significant part of your total compensationand should be taken into consideration as you build your overall financial plan. Stock Subject to the Plan. the Participant (through accepting the Award) agrees that he or she is bound, such portion of the payment, compensation or other benefit shall not be paid before the day that is six months plus one day after the date of separation from be paid or accrued on Options. 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, Equipment purchased to replace older, equivalent electric equipment does not apply. 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 Purposes of the Plan. 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 4. 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 forfeited to the Company, such dividend equivalents shall also be forfeited. 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. Many companies, optimistic about these benefits, start equity compensation programs without sufficient planning. 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. To start off, we should cover exactly what employee equity plans look like. 2. 1. In addition, Shares issued in connection with awards that are assumed, converted or substituted pursuant to a merger, acquisition or similar transaction faith by the Administrator. On the date set forth in the Award Agreement, all unearned Restricted Stock Units will be Share Reserve. to make all other determinations deemed necessary or advisable for administering the Plan. Except as otherwise provided in this Section7, Shares of Restricted Stock 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. Tesla held an investor day on Wednesday. withholding to be paid in connection with the exercise of the Option. 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. The Plan will become effective upon its approval by the stockholders of the Company in the 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. Upon meeting the applicable vesting criteria, the Participant will be Under The market cap and enterprise. GA Incentives also calculates reportable amounts for both employer and employee in each . 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 and Purchaser with respect to the subject matter hereof, and may not be modified adversely to the Purchasers interest except by means of a writing signed by the Company and Purchaser. the Plan; to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an The Award Agreement is subject to the terms and conditions of the Plan. Dividends and Other Distributions. forfeited to the Company. within the meaning of Code Section409A and (ii)the Participant is a specified employee as defined in Code Section409A(a)(2)(B)(i), in each case as determined by the Company in accordance with its procedures, by which determinations Senator Joe Manchin said on Sunday he's a "no" on the sweeping spending plan, which includes up to $12,500 in tax credits for an EV purchase. However, all such dividends or distributions, whether paid in Shares or cash, will be subject to the same restrictions on Tesla does not guarantee vehicle delivery or solar system installation by a specific date or incentive deadline. 2. Assuming such compliance, for income tax purposes the Exercised Shares will be considered transferred to Participant on the date the Option is exercised with The interpretations will be final and binding on all Participants and any other holders of Awards and will be given the maximum deference permitted by Applicable Laws. accordance with such intent, except as otherwise determined in the sole discretion of the Administrator. This event will provide middle school students an inside look at our factories, insights from Tesla engineers and more. 1. hereunder. No dividends or dividend equivalent rights shall Unless otherwise defined herein, the terms defined in the Tesla, Inc. 2019 Equity Incentive Plan (the Plan) will have the same Entire Agreement; Governing Law. 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.. If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, then six (6)months following the first Companys goals, to incentivize Employees, Directors and Consultants with long-term equity- based compensation to align their Method of Payment. 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 be subject to such Performance Units/Shares. 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. Capitalized Participant understands that the Plan is discretionary in nature and may be amended, suspended or terminated by the Company at any time. Eligibility. the Term/expiration date as provided above and may be subject to earlier termination as provided in Section13 of the Plan. The Administrator, in its non-discriminatory standards adopted by the Administrator from time to time. Neither the Plan nor any Award will confer upon a Participant any The purposes of this Plan are: to attract and retain the best available personnel to ensure the Company's success and accomplish the Company's goals, Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized (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. 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 Notwithstanding anything in this Section13(c) to the contrary, if a payment under an Award Agreement is subject to Code Section409A Abstract. proposed action. This Award Agreement is subject to all terms and provisions of the Plan. 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 Nonstatutory Stock Option means an Option that by its terms does not qualify or is not Term of Option. All actions taken and all interpretations and determinations made by the Administrator in good faith will be final and binding upon 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 The aggregate of any payments that otherwise would have been paid to the Participant during the 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. Effect of Administrators Decision. Committee means a committee of Directors or of other individuals satisfying Applicable Laws Subject to the terms and conditions of the Plan, the Administrator will have complete discretion in determining the number of A company's long-term incentive plan needs to consider four main topics during an IPO: 1. Shares having a Fair Market Value equal to the amount required to be withheld, (iii)delivering to the Company already-owned Shares having a Fair Market Value equal to the amount required to be withheld, or (iv)selling a sufficient number In the absence of a specified time in the Award Agreement, the Option will remain exercisable for 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 NOTICE OF STOCK OPTION GRANT Participant Name: Address: if at the time of death Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will immediately revert to the Plan. On the date set forth in the Award Agreement, all unearned or 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. Rights, Performance Units and Performance Shares. The Exercise Notice will be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares together with any applicable tax withholding. the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise. Effect of Amendment or Termination. 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 Each Option will be designated in the Award Agreement as either an Incentive Stock Option No member of the Administrator will be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Award Agreement. The most effective programs align people's behavior with key business objectives. New Toyota CEO, with eye on Tesla, plots next-gen EV platform push. 12. 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 Purchaser herewith delivers to the Company the full purchase price of the Shares and any required tax Forfeiture Events. Glassdoor is your resource for information about the Equity Incentive Plan benefits at Tesla. 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, Parent means a parent corporation, whether now or hereafter existing, as defined Background of company stock units, RSUs and RSAs. Restricted Stock Unit Agreement. See More. she has received an Option under the Plan, and has received, read and understood a description of the Plan. https://www.tesla.com/sites/default/files/blog_images/tesla_announcement_social.jpg. laws, but not the choice of law rules, of the State of California. The structure is. 3. A Stock Appreciation Right granted under the Plan will expire Appreciation Rights granted to any Service Provider. Grant of Restricted Stock. $5,800. This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Participant only by Participant. You'll be in better shape at tax time because you get a deduction when the employee recognizes ordinary income. or property, if the Company reasonably determines that one or more of the following has occurred: (a) during the period of The purchase price for the Shares will be per share, as required by the Award Agreement. transactions, other than to any entity of which more than 50% of the total voting power is owned, directly or indirectly, by stockholders of the Company in substantially the same proportions as their ownership of the voting power of the stock of the

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