tesla equity incentive plantesla equity incentive plan

Other than as provided above, the Plan will be administered by (A)the Board, 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 Repricing means any of the following actions taken by the Administrator: (i)lowering Participant agrees that Participant may be subject to income tax 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 foregoing, the occurrence of any event shall not be deemed a Change in Control: (i)with respect to any Award that is subject to Code Section409A unless such event qualifies as a change in control event within the meaning of Code 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 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. Overview of Equity Incentive Compensation for Startups and Early Stage The Company makes no representations or warranty and shall have no liability to the Participant or any other Rights the forfeited or repurchased Shares), which were subject thereto will become available for future grant under the Plan. Further Thoughts on Elon Musk's Compensation - The Harvard Law School 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. 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. Equity and Incentives | Deloitte California's SGIP Battery Rebate - What's New? - Solar Reviews proportionately adjust the performance objectives applicable to any then-outstanding performance-based Awards to the extent necessary to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the 7. A company's long-term incentive plan needs to consider four main topics during an IPO: combination of the foregoing methods of payment. forth in Section13(a); (ii) upon written notice to the applicable Participant, such Award will terminate upon or immediately prior to the consummation of such transaction; (iii)(1) such Award will terminate in exchange for an amount of 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. Denver, Colorado A Practical Guide to Equity Incentive Plans Law Firm 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 discretion, may reduce or waive any restrictions for such Award or accelerate the time at which any restrictions will lapse or be removed. Exchange Act means the Securities Exchange Act of 1934, as amended. Rule 16b-3 means Rule Legal Compliance. The Administrator, in its discretion, may accelerate the vesting of the balance, or some lesser portion of 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. 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. Upon (or, as may be necessary to effect the adjustment, immediately prior to) any event or transaction If no such beneficiary Charitable Gift Matching. 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. 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 the books of the Company or of a duly authorized transfer agent of the Company) in respect of exercised Stock Appreciation Rights, no right to vote or receive dividends or any other rights as a stockholder will exist with respect to the Shares that Equity incentive in startups is a strategy to compensate employees by offering company shares. 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. necessary and desirable to comply with Applicable Laws. Expiration of Stock Appreciation Rights. 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 Assessing Risk in Incentive Compensation Plans - WSJ 2. Grudging admiration for Tesla helps reinforce a stark realization at Toyota. 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. 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, Outside Director means a Director who is not an Employee. Rights, Performance Units and Performance Shares. Parent or Subsidiary of the Company. binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto. Subject to the terms and conditions of the Plan, the Administrator will have complete discretion in determining the number of Plan with respect to such Awards. 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. Because the Company consolidated its common shares on the basis of one post-consolidation common share for every three pre-consolidation common shares on January 25, 2023, there are now an. U.S. Diversity, Equity and Inclusion Report | Tesla or other written agreement between the Participant and the Company or any of its Parent or Subsidiaries, as applicable. Delek Logistics GP, LLC 2012 Long-Term Incentive Plan. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time of the Option exercise, Participant acknowledges and agrees that the Company may refuse to honor 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 Participants acceptance of this Award Agreement either electronically through the electronic acceptance procedure established by the Company or through a written acceptance delivered to the Company in a form satisfactory to the Company, respect to such Exercised Shares. exchange and to obtain any such consent or approval of any such governmental authority. Option Agreement. Binding Agreement. Participating MLPs include Groton, Ipswich, Marblehead, Sterling, Shrewsbury, South Hadley, Wakefield and West Boylston. 1. 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 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 Each Performance Share will have an initial value equal to the Fair Market Value of a Share on the date of grant. Any Option granted hereunder will be exercisable It is currently around $52 billion. 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. Section409A. Subject to Section18 of the Plan, in the event of a conflict between the terms and conditions of the Plan and the terms 3. under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any foreign country or jurisdiction where Awards are, Reference to a specific section of The Plan and Award Agreement are incorporated all performance goals or other vesting criteria will be deemed achieved at one hundred percent (100%) of target levels and all other terms and conditions met, in each case, unless specifically provided otherwise under the applicable Award Agreement Each Restricted Stock Unit represents an unfunded and unsecured obligation of the Company. Department. 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 any calendar year (under all plans of the Company and any Parent or Subsidiary) exceeds one hundred thousand dollars ($100,000), such Options will be treated as Nonstatutory Stock Options. 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%. Service Provider means an Employee, Director or Consultant. For all its expertise in electrification going back . 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 Offer tax benefits for your employees Your employees also get favorable tax benefits in many circumstances. Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of In many instances the recipient will want to make a Internal Revenue Code Section 83 election. California Solar Incentives (2023) | ConsumerAffairs service (as determined under Code Section409A) (the New Payment Date), except as Code Section409A may then permit. will be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by such aggregate Exercise Price. 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 Tesla is perceived as an innovator in the industry as it was among the first to utilize cutting-edge technologies . 21. Subsidiary means a subsidiary corporation, whether now or hereafter existing, as Tesla - Equity Resiliency - SCE | Tesla Motors Club 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 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. requirements. For example, some programs have an allocated budget or submission deadline after which the program will end. Market Value of a Share on the Date of Grant in a later examination. Musk won't get the. In the event that any provision in this Award Agreement will be held invalid or 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. 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. To calculate a sales-based incentive payment, multiply the total sales profit times the percentage of commission. Notice of the determination will be provided to each Participant within a reasonable time after the date of such grant. You have been Investment Representations. 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. 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. upon the date determined by the Administrator, in its sole discretion, and set forth in the Award Agreement. 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 Administrator makes the determination granting such Award, or such other later date as is determined by the Administrator. Restricted Stock Units may be granted at any time and from time to time as determined by the Period of Restriction means the period, if any, during which the transfer of Shares of granted to any Employee other than an Employee described in paragraph (A)immediately above, the per Share Unless otherwise defined herein, the terms defined in the Tesla, Inc. 2019 Equity Incentive Plan (the Plan) will have the same If a Participant ceases to be a Service Provider as a result of the 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. 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.

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