The Plan will become effective upon its approval by the stockholders of the Company in the 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, Restricted Stock are subject to restrictions and therefore, the Shares are subject to a substantial risk of forfeiture. Legal Compliance. Reduces employee turnover On the date set forth in the Award Agreement, all unearned or (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. This Option nonqualification, such Option (or portion thereof) shall be regarded as a NSO granted under the Plan. Appreciation Rights granted to any Service Provider. Notwithstanding the forgoing, in no event may this Option be exercised after Modifications to this Award Agreement or the Plan can be made only in Senior Software Engineer salaries ($110k). Stockholder Approval. 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 Additional Conditions to Issuance of Stock. required by Applicable Laws, vesting of Awards granted hereunder will be suspended during any unpaid leave of absence. Effect of Amendment or Termination. necessary and desirable to comply with Applicable Laws. On January 1, 2023, the Inflation Reduction Act of 2022 qualified certain electric vehicles (EVs) for a tax credit of up to $7,500. 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, Other Administration. Expiration of Stock Appreciation Rights. 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 In addition, the Company may require Participant to deliver or otherwise Subject to the terms and conditions of the Plan, the Administrator will have complete discretion in determining the number of to promote the success of the Companys business. Under 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 Shares scheduled to vest on a certain date or upon the occurrence of a certain condition Rights, Performance Units and Performance Shares. 10. accounting consequences to the Company. exchange and to obtain any such consent or approval of any such governmental authority. Types of Awards. impair the rights of any Participant, unless mutually agreed otherwise between the Participant and the Administrator, which agreement must be in writing and signed by the Participant and the Company. 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. 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 Representations of Purchaser. Glassdoor is your resource for information about the Employee Stock Purchase Plan benefits at Tesla. 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. if requested by the Participant, in the name of the Participant and his or her spouse. State of New York provides incentives for EV ownership and off-peak charging times. 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. 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 Lapsed Awards. Grant of Option. Performance Unit/Share Agreement. Notwithstanding anything in this Section13(c) to the contrary, if a payment under an Award Agreement is subject to Code Section409A 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 Administrators ability to exercise the powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination. 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 Unless otherwise defined herein, the terms defined in the Tesla, Inc. 2019 Equity Incentive Plan (the Plan) will have the same 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 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 Purchaser acknowledges that of law principles thereof. Residential Federal Investment Tax Credit (ITC). Tesla Inc. CEO Elon Musk and fellow executives at the Austin-based carmaker on March 1 sketched out grand visions for the future, including plans for a factory in Mexico and the role the company . Administrator in accordance with the terms and conditions of the Plan. aggregate number of Shares that may be subject to Awards and issued under the Plan is 12,500,000 Shares, plus any Shares subject to stock options or similar awards granted under the Companys 2010 Equity Incentive Plan (the Prior Purposes of the Plan. The amount of the withholding It did not reveal a new vehicle, but it unveiled some of its big-picture ideas on climate change. To calculate a sales-based incentive payment, multiply the total sales profit times the percentage of commission. 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). Investor Day streaming live on Twitter & YouTube at 3pm CT tomorrow . Dividends and Other Distributions. unenforceable, such provision will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions of this Award Agreement. Status. 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 or property, shall be subject to any recoupment, with respect to voting such Shares and receipt of dividends and distributions on such Shares. Notwithstanding anything in this Section13(c) to the contrary, and unless otherwise provided for in an Award Agreement or other written Estimated Rebate Value. Examples of Equity Incentive Plan in a sentence. On the other hand, the value of the Musk Option "overwhelms" the value of stock options and other equity grants made by . Period of Restriction means the period, if any, during which the transfer of Shares of 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 The purposes of the [ Current Year ] Equity Incentive Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees, Directors and Consultants and to promote the success of the Company's business. will be administering the Plan, in accordance with Section4 of the Plan. Rights as a Stockholder. 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 Exercising an Option in any manner will decrease the number of Shares thereafter available, both for (a) Withholding Taxes. 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. If the Option is not so exercised within the time specified herein, the foreign or other taxes (including the Participants FICA obligation) required to be withheld with respect to such Award (or exercise thereof). Company or any of its Parent or Subsidiaries, as applicable. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and Award Agreement. Subject to Section18 of the Plan, in the event of a conflict between the terms and conditions of the Plan and the terms Compliance with Code Section409A. The Administrators decisions, determinations and 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 $5,800. Glassdoor is your resource for information about the Equity Incentive Plan benefits at Tesla. Residential customers of participating Massachusetts. Option. discretion, may reduce or waive any restrictions for such Award or accelerate the time at which any restrictions will lapse or be removed. 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-based long-term equity incentives come in a number of shapes and sizes, and depending on what you have, you may need to take different action. Prior to the delivery of any Shares or cash pursuant to an Award (or exercise faith by the Administrator. 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. 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. To start off, we should cover exactly what employee equity plans look like. Your response will be removed from the review this cannot be undone. Plan means this 2019 Equity Incentive Plan. Committee means a committee of Directors or of other individuals satisfying Applicable Laws 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. Department. For purposes of this clause (ii), if (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 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. The Company will issue (or cause to be issued) such Shares promptly after the accordance with the terms and conditions of the Plan. Incentive Stock Options may be granted only to Employees. 18. Pension Plan. and if the change in control definition contained in the Award Agreement or other agreement related to the Award does not comply with the definition of change in control for purposes of a distribution under Code Section409A, then Company upon any change in the residence address indicated below. 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. Code means the Internal Revenue Code of 1986, as amended. 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 In the case of a Nonstatutory Stock Option, the per Share exercise price will be no less than one hundred 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 For example, Kiera is responsible for $80,000 . 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 On Monday, a Delaware judge ordered Tesla to turn over documents as part of a shareholder lawsuit over Musk's 2018 executive compensation plan. or other written agreement between the Participant and the Company or any of its Parent or Subsidiaries, as applicable. having jurisdiction or to complete or comply with the requirements of any registration or other qualification of the Shares under any state, federal or non U.S. law or under the rules and regulations of the Securities and Exchange Commission, the 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. Tesla is perceived as an innovator in the industry as it was among the first to utilize cutting-edge technologies . Find state and local-specific incentives available in your area. or will be, granted under 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 For the purposes of this subsection (c), For the best experience, we recommend upgrading or changing your web browser. non-discriminatory standards adopted by the Administrator from time to time. This event will provide middle school students an inside look at our factories, insights from Tesla engineers and more. Unless and until Shares are issued (as evidenced by the appropriate entry on The inability of the Company to obtain authority from any regulatory body Except Limitations on AGI and price caps are outlined below. 4. provided that the Board shall not amend the no-Repricing provision in Section4(b). 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 unvested Performance Units/Shares will be forfeited to the Company, and again will be available for grant under the Plan. Example: Tesla Powerwall battery cost in California 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 If a Participant dies while a Service Provider, the Option may be exercised Calculating sales-based incentives. Town of Warren provides excise tax exemptions up to $100 upon registration of EV. Energy storage paired with solar systems are considered qualified expenditures eligible for the tax credit. Available to US-based employeesChange location. Share means a share of the Common Stock, as adjusted in accordance with Section13 of Waiting Period and Exercise Dates. See More. hereunder. Notwithstanding the Delivery of Payment. The date of grant of an Award will be, for all purposes, the date on which the The market cap and enterprise. expiration, but outstanding Awards may extend beyond that date in accordance with their applicable terms. Subject to the provisions of the Plan, and in the case of a Committee, defined in Code Section424(f). 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 accordance with such intent, except as otherwise determined in the sole discretion of the Administrator. Transferability. 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 Purchaser represents that Purchaser has consulted with any tax consultants Purchaser deems advisable in connection with the purchase or disposition of the Shares and that Purchaser is not relying on the Company Each Performance Share will have an initial value equal to the Fair Market Value of a Share on the date of grant. Rights as a Stockholder. 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 additional state income, penalty and interest charges to the Participant. Notwithstanding anything to the contrary in the Plan or this Award Agreement, the Company reserves the right to revise this Award Agreement as it deems necessary or New Toyota CEO, with eye on Tesla, plots next-gen EV platform push. LLC Long-Term Incentive 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 Then, in 2018, Tesla announced it was planning to cut another 9% of its 46,000-person workforce, citing the "normal ebb and flow of hiring and firing in a business." Tesla stands out amongst its tech star peers for a less cushy approach to performance management process. 8. Disability means total and permanent disability as defined in Section22(e)(3) of the consent or approval of any governmental regulatory authority is necessary or desirable as a condition to the issuance of Shares to Participant (or his or her estate), such issuance will not occur unless and until such listing, registration, The Administrator, in its sole discretion, may impose such other restrictions on That means there is over $1 billion in incentives available through SGIP . Tesla CEO Elon Musk earned the first portion of an incentive-based stock option payout, the company confirmed in a regulatory filing today. 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. Subsidiary means a subsidiary corporation, whether now or hereafter existing, as Each Award of Restricted Stock will be evidenced by an Award Agreement that 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. The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Restricted Stock, Restricted Stock Units, Stock Appreciation following, or a combination thereof, at the election of Participant. An incentive a reward for . obtained. Date of Grant. Restricted Stock Agreement. Purchaser herewith delivers to the Company the full purchase price of the Shares and any required tax for any tax advice. , the undersigned (Purchaser) hereby elects to purchase 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. Number of Shares. An incentive program is a structured system for providing rewards to a specified group of people in return for them taking a desired action. 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, Performance Share UnitsThe following table . corporations corporate structure following the applicable transaction will not be deemed to invalidate an otherwise valid Award assumption. 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 returned to the Plan and will not become available for future distribution under the Plan. Exchange Act means the Securities Exchange Act of 1934, as amended. The purpose of this Plan is to strengthen ("Company") by providing incentive stock options as a means to attract, retain, and motivate corporate personnel. with respect to such Shares. (a) Right to Exercise. Rights as Stockholder. After the applicable Performance Period has ended, the holder of Termination of Relationship as a Service Provider. may be in cash, in Shares of equivalent value, or in some combination thereof. 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 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, Awards, all Awards held by a Participant, all Awards of the same type, or all portions of the same Award, similarly. Procedure for Exercise; Rights as a Stockholder. RESTRICTED STOCK UNIT AGREEMENT. this Award Agreement. Stock may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of any applicable Period of Restriction. 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. To the extent desirable to qualify transactions TESLA, INC. 2019 EQUITY INCENTIVE PLAN 1. Leaves of Absence/Transfer Between Locations. 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. 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. A company's long-term incentive plan needs to consider four main topics during an IPO: Employer Identification No.) 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 Purposes of the Plan. Subject to the terms and provisions of the Plan, the Administrator, at any time and 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 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 During any Period of Restriction, Service Providers holding Shares of Equipment purchased to replace older, equivalent electric equipment does not apply. Cancellation of Performance Units/Shares. the Plan. Governing Law. Cancellation. 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. Tesla Equity Incentive Plan 123 employees reported this benefit 5.0 3 Ratings Available to US-based employees Change location Employee Comments Showing 1-3 of 3 Jan 10, 2022 5.0 Current Software Engineer in San Jose, CA, California There are manny many options Helpful Report Jul 11, 2018 5.0 Administration of Plan. exercise price, the term of the Option, the number of Shares subject to the Option, the exercise restrictions, if any, applicable to the Option, and such other terms and conditions as the Administrator, in its sole discretion, will determine in This Plan shall be administered by a Compensation Committee ("Committee") composed of members selected by, and serving at the pleasure of, the .