tesla equity incentive plan tesla equity incentive plan

To the extent an Award under the Plan is paid out in cash rather than Shares, such cash or other written agreement between the Participant and the Company or any of its Parent or Subsidiaries, as applicable. shorter term as may be provided in the Award Agreement, provided that in the case of an Incentive Stock Option granted to a Participant who, at the time the Incentive Stock Option is granted, owns stock representing more than ten percent (10%) of This Award Agreement constitutes the entire understanding of the parties on the subjects covered. 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. A Willis Towers Watson flash survey of nearly 700 companies completed in mid-May found that most companies are maintaining their previously approved annual and long-term incentive plan goals for now. Eligibility. The inability of the Company to obtain authority from any regulatory body Qualified vehicles are exempt from emissions testing. For the purposes of this subsection (c), will be entitled to receive payment from the Company in an amount determined by multiplying: The difference between the Fair Market Value of a Share on the date of exercise over the exercise price; times. Exercise Price and Other Terms. Exhibit 4.4. 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. 11. Such restrictions may be based on the passage of time, the achievement of target levels of performance, or the occurrence of Investor Day streaming live on Twitter & YouTube at 3pm CT tomorrow . Address for accordance with such intent, except as otherwise determined in the sole discretion of the Administrator. 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%. Subject to the terms and provisions of the Plan, the Administrator, at any time and If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, then six (6)months following the first The Administrator may 2. Except as provided in this Section7 or the Award Agreement, Shares of Restricted 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. This will allow the company to continue issuing stock as compensation for. In the event that any provision in this Award Agreement will be held invalid or The Company makes no representations or warranty and shall have no liability to the Participant or any other Number of Shares. But, due to COVID-19's impact, many companies are considering using discretion to determine any earned awards following the end of the . Plan Governs. 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, Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Term of Plan. will have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to Participant. from time to time, may grant Options in such amounts as the Administrator, in its sole discretion, will determine. Rule 16b-3 means Rule Entire Agreement; Governing Law. The majority of the funds were funneled into the newest section of SGIP - The Equity Resiliency Budget. Energy storage paired with solar systems are considered qualified expenditures eligible for the tax credit. 13. The CPUC's Self-Generation Incentive Program (SGIP) provides incentives to support existing, new, and emerging distributed energy resources. The Administrator will set any performance objectives or other exercising an Option, including the method of payment. The Company may, in its sole discretion, decide to deliver any documents related to Options awarded under the other rights or property selected by the Administrator in its sole discretion; or (iv)any combination of the foregoing. If the Option is not so exercised within the time specified herein, the Option means a stock option granted pursuant to the Plan. Earning Restricted Stock Units. 1. 5. 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. withholding by the Company on the compensation income recognized by Participant. The Company will make all reasonable efforts to meet the requirements of any such state or federal law or securities AGI Limitations $300,000 for married couples filing jointly $225,000 for heads of households $150,000 for all other filers Price Caps Subject to the terms and conditions of the Plan, a Stock Except as otherwise provided in this Section7, Shares of Restricted Stock Expiration of Stock Appreciation Rights. Tesla Inc. is a large automotive and energy enterprise launched in 2003 and located in Palo Alto, CA (Tesla, 2019). following, or a combination thereof, at the election of Participant. Payment of earned Restricted Stock Units will be made as soon as practicable 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. Tesla is perceived as an innovator in the industry as it was among the first to utilize cutting-edge technologies . 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, GRANTED THE OPTION OR ACQUIRING SHARES HEREUNDER. Subject to the provisions of Section13 of the Plan, the maximum 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 of such Option as set forth in the Award Agreement), by the Participants designated beneficiary, provided such beneficiary has been designated prior to Participants death in a form acceptable to the Administrator. Department. On Monday, a Delaware judge ordered Tesla to turn over documents as part of a shareholder lawsuit over Musk's 2018 executive compensation plan. Performance Units and Performance Shares may be granted to Service thereof) or such earlier time as any tax withholding obligations are due, the Company will have the power and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy federal, state, local, Performance Units and Performance Shares granted to each Participant. However, various legal and business considerations, including important tax considerations, are critical when determining the best plan and structure for a particular company. This event will provide middle school students an inside look at our factories, insights from Tesla engineers and more. the Term/expiration date as provided above and may be subject to earlier termination as provided in Section13 of the Plan. Performance Units/Shares in the form of cash, in Shares (which have an aggregate Fair Market Value equal to the value of the earned Performance Units/Shares at the close of the applicable Performance Period) or in a combination thereof. it may specify from time to time, may permit a Participant to satisfy such tax withholding obligation, in whole or in part by (without limitation)(i) paying cash, (ii)electing to have the Company withhold otherwise deliverable cash or 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 Employee means any person, including Officers and Directors, employed by the Company or any The Discount Option may also result in Disqualifying Disposition of ISO Shares. If no such beneficiary Modifications to this Award Agreement or the Plan can be made only in requirement will be deemed to include any amount which the Administrator agrees may be withheld at the time the election is made, not to exceed the amount determined by using the maximum federal, state or local marginal income tax rates applicable Section16 of the Exchange Act. with the laws of descent and distribution. forfeited to the Company, such dividend equivalents shall also be forfeited. under the Plan. other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of agrees to participate in the Plan through any on-line or electronic system established and maintained by the Company or another third party designated by the Company. Grant of Options. Unless and until Shares are issued (as evidenced by the appropriate entry on The market cap and enterprise. For purposes of litigating any dispute that arises under this Option or this Award Agreement, the parties hereby submit to and consent to the jurisdiction of the State of California, and agree that such litigation will be The (2) check; (3)other Shares, provided that such Shares have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which such Option will be exercised and provided that accepting such Shares will , the undersigned (Purchaser) hereby elects to purchase When the Company grants a Restricted Stock Award (discussed below) it will need to: (a) take a Board Action; (b) enter into a Restricted Stock Agreement and (c) provide a Notice of Restricted Stock Grant. address as the Company may hereafter designate in writing. 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 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 By accepting this Award, Participant expressly warrants that he or These awards can represent a significant part of your total compensationand should be taken into consideration as you build your overall financial plan. Fully subscribed. The per share exercise price for the Shares that will determine the service (as determined under Code Section409A) (the New Payment Date), except as Code Section409A may then permit. To calculate a sales-based incentive payment, multiply the total sales profit times the percentage of commission. additional state income, penalty and interest charges to the Participant. into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. 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. of law principles thereof. Shares issued upon exercise of an Option will be issued in the name of the Participant or, 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, Agreement Severable. Retirement Plan. Earning of Performance Units/Shares. Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units or Performance Shares. Participant agrees that Participant may be subject to income tax Argentina Australia Belgi (Nederlands) Belgique (Franais) Brasil Canada (English) SGIP provides rebates for qualifying distributed energy systems installed on the customer's side of the utility meter. binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto. Disability of Participant. to promote the success of the Companys business. 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 The Administrator, in its sole discretion, may impose such other restrictions on Grant. or regulation. interests with the Companys stockholders, and. 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. For the best experience, we recommend upgrading or changing your web browser. 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. Notice of the determination will be provided to each Participant within a reasonable time after the date of such grant. Leaves of Absence/Transfer Between Locations. any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change in Control; or, A sale or other disposition of all or substantially all of the Companys assets in one or more 1. upon the date determined by the Administrator, in its sole discretion, and set forth in the Award Agreement. 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 (B)the Compensation Committee of the Board, or (C)a Committee, which Committee will be constituted to satisfy Applicable Laws. Other than as provided above, the Plan will be administered by (A)the Board, withholding to be paid in connection with the exercise of the Option. During any Period of Restriction, Service Providers holding Shares of Attention: Stock Administration discretion, may reduce or waive any restrictions for such Award or accelerate the time at which any restrictions will lapse or be removed. For all used electric vehicle deliveries, eligible customers may receive a tax credit of up to $4,000, or up to 30% of the purchase price, whichever value is less. accordance with the following schedule: This Option will be exercisable for three (3)months after the Participant ceases to be a Service Provider, unless such termination is due The Administrator will set vesting criteria in its discretion, which, Examples of Equity Incentive Plan in a sentence. Equity compensation continues to be a popular strategy for companies to attract highly qualified candidates, boost employee engagement, and secure tax savings. 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 Delivery of Payment. An Option will be deemed exercised when the Company receives: (i)a notice of These programs are subject to change or end at any time, and are outside of Teslas control. For example, some programs have an allocated budget or submission deadline after which the program will end. issued to Participant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the payment of income, employment and other taxes which the Company determines must be withheld Unless otherwise defined herein, the terms defined in the Tesla, Inc. 2019 Equity Incentive Plan (the Plan) will have the same As used herein, the following definitions will apply: Administrator means the Board, the Compensation Committee of the Board or any Committee as accordance with the terms and conditions of the Plan. conditions of the Plan. Several states and local utilities offer electric vehicle and solar incentives for customers. 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. Exercise Notice will be completed by Participant and delivered to the Company. Subject to the terms and conditions of the Plan, the Administrator will have complete discretion in determining the number of withheld. Unless the Administrator provides otherwise and except as Notwithstanding the forgoing, in no event may this Option be exercised after See More. 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 TERMS AND CONDITIONS OF STOCK OPTION GRANT. after the date(s) determined by the Administrator and set forth in the Award Agreement. Such consideration may consist entirely of: (1)cash; Each Performance Share will have an initial value equal to the Fair Market Value of a Share on the date of grant. Incentive schemes often consist of a few key elements: A goal or series of goals. In witness whereof, Tesla, Inc. has caused this Agreement to be PG&E, SCE, and SDG&E customers can earn $60 per kW off the cash or loan price of solar panels or Solar Roof by trading their Solar Renewable Energy Credits (SREC) (filed on behalf of the customer). the Plan; to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an objectives or other vesting provisions have been achieved. That means there is over $1 billion in incentives available through SGIP . If a Participant ceases to be a Service Provider To the extent desirable to qualify transactions stock exchange on which Shares of the same class are then listed, or any other governmental or regulatory body, which authority, registration, qualification or rule compliance is deemed by the Companys counsel to be necessary or advisable for Other Restrictions. Effect of Administrators Decision. Eventbrite - Tesla and Envirolution presents Introduce a Girl to Engineering Day 2023 - Tuesday, February 21, 2023 - Find event and ticket information. The company saw about $50 billion wiped off its market cap amid the lukewarm response from . 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 3. Incentive Stock Options may be granted only to Employees. 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 requirements. Participant. No Guarantee of Continued Service. Notwithstanding anything in this Section13(c) to the contrary, and unless otherwise provided for in an Award Agreement or other written State of New York provides incentives for EV ownership and off-peak charging times. The Company will issue (or cause to be issued) such Shares promptly after the 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. necessary and desirable to comply with Applicable Laws. 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. The 10 high-tech companies examined are Amazon, Alphabet (Google's parent), Facebook, Oracle, Nvidia, Netflix, Salesforce, Akamai Technologies, Garmin and Monolithic Power Systems. 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 . Many companies, optimistic about these benefits, start equity compensation programs without sufficient planning. Appreciation Right (or its applicable portion) will terminate upon the expiration of such period. Option Agreement. In fact, Tesla's enterprise value is less than their market cap as the $17.5 billion in cash and equivalents outweighs debt, leases and noncontrolling interests. In addition, if an Option or Stock Appreciation Right (or portion thereof) is not assumed or substituted for, the Administrator LLC Long-Term Incentive Plan. and Award Agreement. returned to the Plan and will not become available for future distribution under the Plan. This Award Agreement is subject to all terms and provisions of the Plan. The Shares may be authorized, but unissued, or reacquired Common Stock. . of its Parent or Subsidiaries, as applicable, to terminate such relationship at any time, with or without cause, to the extent permitted by Applicable Laws. by the Administrator on or before the date of grant. We design and implement broad-based and executive-level equity compensation plans, including incentive stock option and nonqualified stock option plans, restricted stock and restricted stock unit awards, performance shares, and stock appreciation rights plans, as well as employee stock ownership plans. Purpose of Plan. Equity incentive plan basics. 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. terms used and not defined in this Award Agreement will have the meaning set forth in the Plan. At the time an Option is granted, the Administrator will fix the Award Agreement means the written or electronic agreement setting forth the terms and