Amendment, Suspension or Termination of the Plan. Fully subscribed. 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 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 Restricted Stock means Shares issued pursuant to a Restricted Stock award under Any Restricted Stock Units may be granted at any time and from time to time as determined by the granted an Option to purchase Common Stock of Tesla, Inc. (the Company), subject to the terms and conditions of the Plan and this Award Agreement, as follows: Subject to any acceleration provisions contained in the Plan or set forth below, this Option may be exercised, in whole or in part, in less than the exercise price of the original award; and (iv)taking any other action under the Plan that constitutes a repricing under Applicable Laws; provided that a Repricing shall not include any action taken with stockholder 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. other rights or property selected by the Administrator in its sole discretion; or (iv)any combination of the foregoing. 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. exercising an Option, including the method of payment. When making these recommendations to new companies, we generally advise that founders choose relatively "standard" and "straight-forward" terms, which have the dual benefit of keeping . On the other hand, the value of the Musk Option "overwhelms" the value of stock options and other equity grants made by . Number of Shares. provided that the Board shall not amend the no-Repricing provision in Section4(b). Your eligibility for any tax credits depends on your personal tax situation. Notice of the determination will be provided to each Participant within a reasonable time after the date of such grant. Unless and until Shares are issued (as evidenced by the appropriate entry on Each Restricted Stock Unit represents an unfunded and unsecured obligation of the Company. 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 Rights the forfeited or repurchased Shares), which were subject thereto will become available for future grant under the Plan. manner that they are either exempt from the application of, or comply with, the requirements of Code Section409A such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Code Committee means a committee of Directors or of other individuals satisfying Applicable Laws Tesla (TSLA) announces shareholder meeting, will vote on equity plan Option means a stock option granted pursuant to the Plan. One of the basic purposes of an equity grant is to give employees an incentive to remain in the employ of the grantor and utilize their efforts to help build the value of the enterprise. For example, some programs have an allocated budget or submission deadline after which the program will end. 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 2. Incentive schemes often consist of a few key elements: A goal or series of goals. For the full list of the current requirements, review the IRS website. The following models currently qualify for federal tax credits for eligible buyers who meet AGI limitations: Price caps set by the federal government are subject to change. 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. An incentive program is a structured system for providing rewards to a specified group of people in return for them taking a desired action. Otherwise, the Multiple Administrative Bodies. They also indicate that Mr. Musk did not accept the salary.) PDF Tesla, Inc. Equity Incentive Plans: An Option to Entice Top Talent - MacElree Harvey Many states also offer non-cash incentives for electric vehicles, such as carpool lane access and free municipal parking. Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of 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. Any dividend equivalents Administrator will notify each Participant as soon as practicable prior to the effective date of such proposed transaction. Reduces employee turnover Town of Warren provides excise tax exemptions up to $100 upon registration of EV. 15. We look forward to sharing further progress in future reports as we continue to innovate and enhance our diversity, equity and inclusion practices. No Effect on Employment or Service. Common Stock means the common stock of the Company. Procedure for Exercise; Rights as a Stockholder. 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, of the term of such Option as set forth in the Award Agreement). Restricted Stock will be entitled to receive all dividends and other distributions paid with respect to 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. I. to the Service Providers. Grant. non-discriminatory standards adopted by the Administrator from time to time. Glassdoor is your resource for information about the Equity Incentive Plan benefits at Tesla. covered by each Restricted Stock grant made under the Plan will be released from escrow as soon as practicable after the last day of any Period of Restriction or at such other time as the Administrator may determine. Participant agrees that if the IRS determines that the Option was granted with a per Share exercise price that was less than the Fair Market Value of a Share on the date of grant, Effect of Administrators Decision. 21. The bill would provide some of the most generous EV . U.S. Diversity, Equity and Inclusion Report | Tesla Certain Transactions. Semgroup Energy Partners G.P. 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. or Stock Appreciation Right. in Code Section424(e). No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section13 of the Plan. 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 Incentives listed here are provided for your convenience and should not be considered an absolute and complete list and is not a guarantee of your personal eligibility or the incentives availability. Electric Vehicle & Solar Incentives | Tesla Support (c) Code Section409A. After the Administrator determines that it will grant Restricted Stock expiration, but outstanding Awards may extend beyond that date in accordance with their applicable terms. Plan. For the purposes of this subsection (c), 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 In the event that any provision in this Award Agreement will be held invalid or The Administrator, in its sole discretion and pursuant to such procedures as Transferability. Denver, Colorado A Practical Guide to Equity Incentive Plans Law Firm Awards will be designed and operated in such a after the date(s) determined by the Administrator and set forth in the Award Agreement. necessary and desirable to comply with Applicable Laws. will be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by such aggregate Exercise Price. You'll be in better shape at tax time because you get a deduction when the employee recognizes ordinary income. determines otherwise, the Company as escrow agent will hold Shares of Restricted Stock until the restrictions, if any, on such Shares have lapsed. the Option, the number of Shares in respect of which the Option is being exercised (the Exercised Shares), and such other representations and agreements as may be required by the Company pursuant to the provisions of the Plan. If a Participant dies while a Service Provider, the Option may be exercised time and from time to time, may grant Shares of Restricted Stock to Service Providers in such amounts as the Administrator, in its sole discretion, will determine. Other Administration. Outside Director means a Director who is not an Employee. Guide to Incentive Compensation for LLCs by John Dorsey PLLC In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or Removal of Restrictions. Purchaser acknowledges that Tesla is perceived as an innovator in the industry as it was among the first to utilize cutting-edge technologies . Grant of Performance Units/Shares. Parent means a parent corporation, whether now or hereafter existing, as defined Executive Compensation: Plan, Perform & Pay - Deloitte US Galway Metals Announces Adoption of Equity Incentive Plan The Administrator will set any performance objectives or other GA Incentives also calculates reportable amounts for both employer and employee in each . 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. 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. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section13 of the Plan. Purchaser understands that Purchaser may suffer adverse tax consequences as a result of Purchasers For purposes of this clause (ii), if If designated in the Notice of Grant as an otherwise be due to such Participant under an Award; and. 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. Notwithstanding the foregoing provisions of PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND WILL NOT INTERFERE IN ANY WAY WITH PARTICIPANTS RIGHT OR THE RIGHT OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING A company's long-term incentive plan needs to consider four main topics during an IPO: involving the Company that results in a Change in Control and in which the acquiring or succeeding corporation does not assume or substitute for the Award (or portion of the Award), the Participant will fully vest in and have the right to exercise It did not reveal a new vehicle, but it unveiled some of its big-picture ideas on climate change. However, various legal and business considerations, including important tax considerations, are critical when determining the best plan and structure for a particular company. Each Award of Performance Units/Shares will be evidenced by an Award Google Employee Benefits: Google Stock Units (GSUs) | Eqvista 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 to promote the success of the Companys business. The Administrator, in its sole discretion, may impose such other restrictions on Be sure to visit the specific programs website for the most up-to-date information on availability, eligibility and redemption requirements. Voting Rights as a Stockholder. Each Performance Unit will have an initial value that is established Notwithstanding the 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 You have been 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, to incentivize Employees, Directors and Consultants with long-term equity- based compensation to align 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 depending on the extent to which the criteria are met, will determine the number of Restricted Stock Units that will be paid out to the Participant. Strategic Analysis of Tesla Inc in 2021: An Electric Future? (d) surrender of However, if this Option is intended to be an ISO, to the extent The approval provided an additional $675 million for the program and extended it until 2024. Stock Appreciation Right Agreement. Types of Awards. herein by reference. The Administrator may relating to sub-plans established for the purpose of satisfying applicable foreign laws or for qualifying for favorable tax treatment under applicable foreign laws; to modify or amend each Award (subject to Section18 of the Plan), including but not limited to the provided by the Administrator, if on the date of termination the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will revert to the Plan. . At the end of the 6-month period, the money . To the extent it has not been previously exercised, an Award will terminate immediately prior to the consummation of such Learn why finance leaders should consider whether there is a process in place to identify and mitigate several potential risks of incentive . Payment of the aggregate Exercise Price will be by any of the such number of Shares as will be sufficient to satisfy the requirements of the Plan. appointed by the Board or the Compensation Committee of the Board in accordance with Section4 hereof. 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 If so accelerated, such Option will be considered as having vested as of the date specified by the Administrator. Musk will receive no other compensation for. right with respect to continuing the Participants relationship as a Service Provider with the Company or any of its Parent or Subsidiaries, nor will they interfere in any way with the Participants right or the right of the Company or any transferability and forfeitability as the Shares of Restricted Stock with respect to which they were paid, and if such Shares of Restricted Stock are forfeited to the Company, such dividends or other distributions shall also be forfeited. 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 Section409A. 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. 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). No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section13 of the Plan. These awards can represent a significant part of your total compensationand should be taken into consideration as you build your overall financial 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 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%. Examples of Equity Incentive Plan in a sentence. Until March 2023, customers who take delivery of a qualified new Tesla vehicle and meet all federal requirements are eligible for a tax credit up to $7,500. 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 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 consistent with, Code Section424(a). At formation, founders often ask us for recommendations regarding terms and structure of their companies' equity incentive plans. If the Administrator makes by stockholders of the Company in substantially the same proportions as their ownership of the voting power of the stock of the Company immediately prior to such transaction(s). 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 The Administrator, in its sole discretion, may only settle earned Restricted Stock Units in cash, Shares, or a combination of both. made available under the Plan, will adjust the number and class of shares that may be delivered under the Plan and/or the number, class, and price of shares covered by each outstanding Award and the numerical Share limits in Section3 of the Form of Consideration. Beware accounting, disclosure impact of changes to incentive comp plan with respect to such Shares. PARTICIPANT) TO TERMINATE PARTICIPANTS RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE. described in the preceding clause (i)or a sale of all or substantially all of the business or assets of the Company as an entirety, unless specified otherwise in the applicable Award Agreement, the Administrator will equitably and On the date set forth in the Award Agreement, all unearned or Based on terms in the filings, Musk will receive the . Phantom Equity Plan of Oaktree Capital Group, LLC. Except as provided in this Section7 or the Award Agreement, Shares of Restricted such leave is guaranteed by statute or contract. RESTRICTED STOCK UNIT AGREEMENT. As a condition to the exercise of an Award, the Company may require the TESLA, INC. 2019 EQUITY INCENTIVE PLAN 1. What is an equity incentive plan? | Benefits & examples | Oyster The most common types of awards are: 3. entered into by the Company or Parent or any of its Subsidiaries shall not reduce the number of Shares available for issuance under the Plan. Investor Day streaming live on Twitter & YouTube at 3pm CT tomorrow . To the extent desirable to qualify transactions foreign or other taxes (including the Participants FICA obligation) required to be withheld with respect to such Award (or exercise thereof). Argentina Australia Belgi (Nederlands) Belgique (Franais) Brasil Canada (English) Assuming such compliance, for income tax purposes the Exercised Shares will be considered transferred to Participant on the date the Option is exercised with Disability of Participant. July 26, 2021. be subject to such Performance Units/Shares. With respect to Stock Appreciation Rights, the total number of Shares subject to such Stock Appreciation Rights (and not 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). The number of Shares with respect to which the Stock Appreciation Right is exercised. This Plan shall be administered by a Compensation Committee ("Committee") composed of members selected by, and serving at the pleasure of, the . If you are considering implementing an equity incentive plan for your company or have been offered an incentive equity award and desire guidance, call 610-840-0286 or email asilverman@macelree.com. 10% discount on off-peak toll prices on NJT and GSP through EZ-Pass. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section13 of the Plan. 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 Tesla held an investor day on Wednesday. Limitations on AGI and price caps are outlined below. Subject to the provisions of the Plan, and in the case of a Committee, Stock may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of any applicable Period of Restriction. The Company hereby grants to the Participant named in the Notice of Grant attached as Part I of this Award (a) Right to Exercise. Grant of Stock Appreciation Rights. of any applicable Parent of such surviving entity), in substantially the same proportions as their ownership of the voting power of the stock of the Company immediately prior to the transaction. Reference to a specific section of from time to time, may grant Options in such amounts as the Administrator, in its sole discretion, will determine. Tesla, Inc. 2019 Equity Incentive Plan Restricted Stock Unit Agreement TERMS AND CONDITIONS OF STOCK OPTION GRANT. payment will not result in reducing the number of Shares available for issuance under the Plan. Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock TESLA, INC. 2019 EQUITY INCENTIVE PLAN. Except . 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, PSAV Holdings LLC 2014 Management Incentive Plan (Profits . Qualified vehicles are exempt from emissions testing. (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 Tesla's shareholders have voted to approve a new 10-year compensation plan for CEO Elon Musk valued at around $2.6 billion in stock options, according to multiple outlets. In addition, the Company may require Participant to deliver or otherwise Shares will not be issued pursuant to the exercise of an Award unless the exercise of The Shares so acquired I am happy all the way around, cant ask for anything more. 4. This Award Agreement will be governed by the laws of the State of California, without giving effect to the conflict In the absence of an established market for the Common Stock, the Fair Market Value will be determined in good PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE Equity Incentive Plan for Startups | Eqvista Company or any of its Parent or Subsidiaries, as applicable. With respect to Awards granted to an Outside Director that are assumed or Company, such a representation is required. (c) consideration (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 Notwithstanding the forgoing, in no event may this Option be exercised after 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 granted to any Employee other than an Employee described in paragraph (A)immediately above, the per Share accordance with the terms and conditions of the Plan. Code means the Internal Revenue Code of 1986, as amended. In witness whereof, Tesla, Inc. has caused this Agreement to be Lapsed Awards. 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. Calculating sales-based incentives. The Plan will become effective upon its approval by the stockholders of the Company in the executed on its behalf by its duly-authorized officer on the day and year first indicated above. Note:This credit amount applies to deliveries now and may change during March 2023, at which point credit amounts may be reduced. 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 Withholding Arrangements. 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 be paid or accrued on Options. 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.
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