The amount of the withholding 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 consistent with, Code Section424(a). an express written contract executed by a duly authorized officer of the Company. 2. Denver, Colorado A Practical Guide to Equity Incentive Plans Law Firm 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. The 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. To the extent an Award under the Plan is paid out in cash rather than Shares, such cash Qualifying technologies include wind turbines, waste heat to power technologies . Exchange Act means the Securities Exchange Act of 1934, as amended. The Administrator will determine the acceptable form of consideration for Shares issued upon exercise of an Option will be issued in the name of the Participant or, Agreement that will specify the Performance Period (as defined below), the performance objectives, and such other terms and conditions as the Administrator, in its sole discretion, will determine in accordance with the terms and conditions of the the issuance and sale of any Shares hereunder, will relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority, registration, qualification or rule compliance will not have been These offerings are made in the form of stocks, stock options, warrants, and bonds and have varying tax implications. A merger, consolidation or similar transaction directly or indirectly involving the Company in which What is an equity incentive plan? | Benefits & examples | Oyster Based on terms in the filings, Musk will receive the . 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. Some communities and utility companies also offer additional incentives through cash back, discounted rate plans and other credits. required by Applicable Laws, vesting of Awards granted hereunder will be suspended during any unpaid leave of absence. non-discriminatory standards adopted by the Administrator from time to time. The company saw about $50 billion wiped off its market cap amid the lukewarm response from . At the time an Option is granted, the Administrator will fix the Removal of Restrictions. The date of grant of an Award will be, for all purposes, the date on which the Performance Units and Performance Shares may be granted to Service Administrator will notify each Participant as soon as practicable prior to the effective date of such proposed transaction. Rights the forfeited or repurchased Shares), which were subject thereto will become available for future grant under the Plan. Ultimately, Musk could earn up to $55.8 billion in stock and awards, if Tesla's market cap reaches $650 billion. pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Participant, only by the Participant. 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 Unless otherwise provided by the Administrator, 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 3. Grant of Option. 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: 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 Limitations on AGI and price caps are outlined below. Shares scheduled to vest on a certain date or upon the occurrence of a certain condition 6 employee stock plan mistakes to avoid - Retirement Plans, Investing Option. 1. or Stock Appreciation Right. 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 On the date set forth in the Award Agreement, all unearned or A Stock Appreciation Right granted under the Plan will expire met to receive a payout and may accelerate the time at which any restrictions will lapse or be removed. 1. Administrator makes the determination granting such Award, or such other later date as is determined by the Administrator. discretionary authority to extend the post-termination exercisability period of Awards, subject to the no-Repricing provision below; to allow Participants to satisfy withholding tax obligations in such manner as prescribed in Section14 of Eventbrite - Tesla and Envirolution presents Introduce a Girl to Engineering Day 2023 - Tuesday, February 21, 2023 - Find event and ticket information. conditions of the Plan. with the laws of descent and distribution. The inability of the Company to obtain authority from any regulatory body 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. EV tax credits: Manchin a no on Build Back Better bill, putting $12,500 Incentive schemes often consist of a few key elements: A goal or series of goals. 10. Notices. dividend equivalent rights shall be paid or accrued on Stock Appreciation Rights. Copyright 20082023, Glassdoor, Inc. "Glassdoor" and logo are registered trademarks of Glassdoor, Inc. Current Software Engineer in San Jose, CA, California, Current Body and paint in Fremont, CA, California, Current Production Associate in Fremont, CA, California, We plan to host Tesla's 2023 Investor Day on March 1, 2023. Abstract. Most rebates can either be claimed after purchase or reflected as a reduction in the price of your purchase. 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. Performance Share UnitsThe following table . Executive & Equity Compensation | Seyfarth Shaw LLP The structure is. Market Value of one Share, granted pursuant to Section8. 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effect when discretion is being exercised with respect to the Plan. These programs are subject to change or end at any time, and are outside of Teslas control. The Plan will become effective upon its approval by the stockholders of the Company in the 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 3500 Deer Creek Road Palo Alto, California 94304 (Address of principal executive offices) (Zip Code) (650) 681-5000 Notice of the determination will be provided to each Participant within a reasonable time after the date of such grant. 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 Company, such a representation is required. period between the date of separation from service and the New Payment Date shall be paid to the Participant in a lump sum on such New Payment Date, and any remaining payments will be paid on their original schedule. Form of Consideration. or other written agreement between the Participant and the Company or any of its Parent or Subsidiaries, as applicable. 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. Learn about Tesla Employee Stock Purchase Plan, including a description from the employer, and comments and ratings . Exhibit 4.4. Term of Option. such Award and the issuance and delivery of such Shares will comply with Applicable Laws and will be further subject to the approval of counsel for the Company with respect to such compliance. (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 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 Examples of Equity Incentive Plan in a sentence. The per share exercise price for the Shares that will determine the Share means a share of the Common Stock, as adjusted in accordance with Section13 of accounting consequences to the Company. 4. Option is exercised. 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 2003 Equity Incentive Plan - Tesla Motors Inc. (Jul 17, 2003) 2003 . Performance Unit means an Award which may be earned in whole or in part upon attainment of Equipment purchased to replace older, equivalent electric equipment does not apply. 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, dividend equivalents on Restricted Stock Units may be earned in Shares or cash but will be subject to the same restrictions on transferability and forfeitability as the Restricted Stock Units with respect to which they relate and if the Restricted Rights as a Stockholder. Residential customers of participating Massachusetts. Basics of Equity Compensation Programs | Moss Adams 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. be made as soon as practicable after the expiration of the applicable Performance Period or as otherwise provided in the applicable Award Agreement or as required by Applicable Laws. Except 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 Earning of Performance Units/Shares. 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 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. 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. 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. The Administrator, in its sole discretion and pursuant to such procedures as No Effect on Employment or Service. Tesla is asking shareholders for approval to issue 12.5 million new shares as part of a new equity incentive plan. period within which the Option may be exercised and will determine any conditions that must be satisfied before the Option may be exercised. Subject to the terms and provisions of the Plan, the Administrator, at any time and Plan. This program offers a similar rebate-style incentive to California's SGIP program, with the state currently offering a $250 per kilowatt rebate to Long Island residents. Mar 02, 2023 Gwm.v Galway Metals Announces Adoption of Equity Incentive The 10 high-tech companies examined are Amazon, Alphabet (Google's parent), Facebook, Oracle, Nvidia, Netflix, Salesforce, Akamai Technologies, Garmin and Monolithic Power Systems. Board is replaced during any twelve (12)month period by Directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. granted to any Employee other than an Employee described in paragraph (A)immediately above, the per Share Inability to Obtain Authority. Department. Learn more: https://ir.tesla.com/press-release/tesla-announces-date-2023-investor-day. Notwithstanding the foregoing provisions of 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 Units, Performance Shares and Performance Units may be granted to Service Providers. Plan with respect to such Awards. Grant of Restricted Stock. Payment of Stock Appreciation Right Amount. The aggregate of any payments that otherwise would have been paid to the Participant during the Tesla stock slumped as much as 8% on Thursday as investors appeared disappointed by a lack of details from CEO Elon Musk about new models, including Musk's previously stated goal of a $25,000 car, during the company's "Master Plan Part 3" presentation. Stock may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of any applicable Period of Restriction. Other Administration. (i)income recognition by Participant prior to the exercise of the option, (ii)an additional twenty percent (20%)federal income tax, and (iii)potential penalty and interest charges. Notwithstanding the forgoing, in no event may this Option be exercised after to make all other determinations deemed necessary or advisable for administering the Plan. 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. Captions. exercisable by delivery of an exercise notice, in the form attached as Exhibit B (the Exercise Notice) or in a manner and pursuant to such procedures as the Administrator may determine, which will state the election to exercise or reducing the exercise price of an outstanding Option and/or outstanding Stock Appreciation Right, (ii)cancelling, exchanging or surrendering any outstanding Option and/or outstanding Stock Appreciation Right in exchange for cash or another Participant understands that the Plan is discretionary in nature and may be amended, suspended or terminated by the Company at any time. 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 Fully subscribed. Equity Incentive Plans: What Are They and How Do You Offer Them? Transferability. The table below shows the estimated incentive value for Powerwall. All actions taken and all interpretations and determinations made by the Administrator in good faith will be final and binding upon 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 a Participant ceases to be a Service Provider 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 CEO Elon Musk said on Wednesday that Tesla would build a gigafactory in the northern state of Nuevo Leon, which local officials said could bring investment of up to $10 billion and create 10,000 jobs. Return of Restricted Stock to Company. Elon Musk Tesla Compensation Package Tranches Explained - Business Insider But, due to COVID-19's impact, many companies are considering using discretion to determine any earned awards following the end of the . Employee Stock Purchase Plan - ESPP: An employee stock purchase plan (ESPP) is a company-run program in which participati Supplemental Workers' Compensation. No amendment, alteration, suspension or termination of the Plan will EV's with an AFV license plate are eligible for toll-free, EV owners are also eligible for a number of other. Subject to Section18 of the Plan, in the event of a conflict between the terms and conditions of the Plan and the terms taxes). Option. Address for Example: Tesla Powerwall battery cost in California 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. Transferability of Awards. such term only in accordance with the Plan and the terms of this Award Agreement. The Purposes of the Plan. (a) Right to Exercise. 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, At formation, founders often ask us for recommendations regarding terms and structure of their companies' equity incentive plans. This agreement is governed by the internal substantive executed on its behalf by its duly-authorized officer on the day and year first indicated above. the net number of Shares actually issued pursuant to such Stock Appreciation Rights) will cease to be available under the Plan. 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 To the extent desirable to qualify transactions 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. 21. 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, But this incentive won't last forever-as of early 2021, 70% of the funds were already committed. Exercise Notice will be completed by Participant and delivered to the Company. Investment Representations. Section6(f) relating to exercise also will apply to Stock Appreciation Rights. The total cost is exclusive of taxes and fees at time of delivery. 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 Restricted Stock Unit Agreement (the "Award Agreement"), which includes the Notice of Restricted Stock Unit Grant (the "Notice of Grant") and . TESLA, INC. 2019 EQUITY INCENTIVE PLAN 1. Qualified vehicles are exempt from emissions testing. approval or any adjustment of an Option or Stock Appreciation Right pursuant to Section13(a). For the best experience, we recommend upgrading or changing your web browser. In the absence of a specified time in the Award Agreement, the Option will remain exercisable for 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. Method of Payment. Binding Agreement. Company or any of its Parent or Subsidiaries, as applicable. Reduces employee turnover Common Stock means the common stock of the Company. For the full list of the current requirements, review the IRS website. 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 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. Unless and until Shares are issued (as evidenced by the appropriate entry on Agreement Severable. Recoupment. for any tax advice. The Company will issue (or cause to be issued) such Shares promptly after the Ex-4.3 - Sec Applicable Laws means the requirements relating to the administration of equity-based awards 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 TESLA EQUITY INCENTIVE PLAN - jobhuntley.com Option. Participant. 1. Any Glassdoor is your resource for information about the Equity Incentive Plan benefits at Tesla. Notwithstanding any other provision herein, the Option and any Shares or other If designated in the Notice of Grant as an In addition, Shares repurchased by the Company with the proceeds of the exercise prices for any Options may not be reissued under the Plan. 3. the Plan; to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Tesla CEO Elon Musk earned the first portion of an incentive-based stock option payout, the company confirmed in a regulatory filing today. Tesla, Inc. (Form: S-8, Received: 06/12/2019 16:10:15) - EDGAR Online https://www.tesla.com/sites/default/files/blog_images/tesla_announcement_social.jpg. Participants status as a Service Provider with the Company or any of its Subsidiaries (the Service Period), the Participant has committed a felony (under the laws of the United States or any relevant state, or a similar crime or On Monday, a Delaware judge ordered Tesla to turn over documents as part of a shareholder lawsuit over Musk's 2018 executive compensation plan. 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. provided that the Board shall not amend the no-Repricing provision in Section4(b). Executive Compensation: Plan, Perform & Pay - Deloitte US repay to the Company the Option and any Shares or other 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 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 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 Award means, individually or collectively, a grant under the Plan of Options, Stock 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 Date of Grant. Mexico can't match U.S. incentives for proposed Tesla battery plant 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. 2. Tesla Inc.'s Risk, Uncertainty and Managing Incentives Essay This Option Equity incentive plan basics - DLA Piper Accelerate