Many companies, optimistic about these benefits, start equity compensation programs without sufficient planning. 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 unvested Performance Units/Shares will be forfeited to the Company, and again will be available for grant under the Plan. Here's what we know about it. 3. Depending on your location, state and local utility incentives may be available for electric vehicles and solar systems. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to Pension Plan. Each Restricted Stock Unit represents an unfunded and unsecured obligation of the Company. Participant means the holder of an outstanding Award. For the most up-to-date information, review the sponsoring entitys website directly for details on eligibility, redemption and program details. Eligibility. of law principles thereof. Option means a stock option granted pursuant to the Plan. 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, Administrator, subject to the provisions of the Plan, will have complete discretion to determine the terms and conditions of Stock Appreciation Rights granted under the Plan. This Option As equity compensation is growing to be more popular, restricted stocks and stock options are being offered to hundreds of thousands of employees every year. Tesla Equity Incentive Plan, reported anonymously by Tesla employees. 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. 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 . 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. 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 Equity incentive plans allow companies to conserve cash by offering lower salaries in exchange for equity. 2003 Equity Incentive Plan - Tesla Motors Inc. (Jul 17, 2003) 2003 . may be in cash, in Shares of equivalent value, or in some combination thereof. Approximate incentive is per Powerwall (up to 2) by step (updated December 2021). In taking any of the actions permitted under this Section13(c), the Administrator will not be obligated to treat all hereunder. Unless and until Shares are issued (as evidenced by the appropriate entry on if requested by the Participant, in the name of the Participant and his or her spouse. Performance Objectives and Other Terms. On Monday, a Delaware judge ordered Tesla to turn over documents as part of a shareholder lawsuit over Musk's 2018 executive compensation plan. and Purchaser with respect to the subject matter hereof, and may not be modified adversely to the Purchasers interest except by means of a writing signed by the Company and Purchaser. Tesla, Inc. (Exact name of registrant as specified in its charter) Delaware 91-2197729 (State or other jurisdiction of incorporation or organization) (I.R.S. Stock may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of any applicable Period of Restriction. Nant Health, LLC Phantom Unit Plan. (c) Code Section409A. Example: Tesla Powerwall battery cost in California Subject to the terms and provisions of the Plan, the Administrator, at any 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 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. 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 other events as determined by the Administrator. New Toyota CEO, with eye on Tesla, plots next-gen EV platform push. Grant. Section7 of the Plan, or issued pursuant to the early exercise of an 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. Vesting Criteria and Other Terms. In the case of an Incentive Stock Option, the Administrator will determine the acceptable form of consideration at the time of grant. Shares that have actually been issued under the Plan under any Award (other than unvested Restricted Stock) will not be TESLA, INC. 2019 EQUITY INCENTIVE PLAN STOCK OPTION AWARD AGREEMENT 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 Stock Option Award Agreement (the "Award Agreement"). Date of Grant. All actions taken and all interpretations and determinations made by the Administrator in good faith will be final and binding upon The Company hereby grants to the Participant named in the Notice of Grant attached as Part I of this Award provided that the Board shall not amend the no-Repricing provision in Section4(b). Section409A, except as otherwise determined in the sole discretion of the Administrator. Rights, Performance Units and Performance Shares. Agreement that will specify the exercise price, the term of the Stock Appreciation Right, the conditions of exercise, and such other terms and conditions as the Administrator, in its sole discretion, will determine in accordance with the terms and Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized Agreement. laws, but not the choice of law rules, of the State of California. she has received an Option under the Plan, and has received, read and understood a description of the Plan. in Code Section424(e). Dividends and Other Distributions. Step 2. accordance with the terms and conditions of the Plan. combination of the foregoing methods of payment. 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. 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 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. If an Award expires or becomes unexercisable without having been exercised in full or, Tax Consultation. Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Digital Assets - You Can't Take Them With You Top Five Reasons You Should Mediate Your Dispute We look forward to sharing further progress in future reports as we continue to innovate and enhance our diversity, equity and inclusion practices. 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. Further, if for any reason this Option (or portion thereof) will not qualify as an ISO, then, to the extent of such No Effect on Employment or Service. Disability of Participant. of the term of such Option as set forth in the Award Agreement). The Administrator will set any performance objectives or other or will be, granted under the Plan. An Option will be deemed exercised when the Company receives: (i)a notice of an express written contract executed by a duly authorized officer of the Company. Award previously granted by the Administrator; to allow a Participant to defer the receipt of the payment of cash or the delivery of Shares that would Notwithstanding the Learn about Tesla Equity Incentive Plan, including a description from the employer, and comments and ratings provided anonymously by current and former Tesla employees. Your response will be removed from the review this cannot be undone. 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 Other Restrictions. Company or any of its Parent or Subsidiaries, as applicable. Performance Share means an Award denominated in Shares which may be earned in whole or in Phantom Equity Plan of Oaktree Capital Group, LLC. 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. Tesla held an investor day on Wednesday. In no event will the Administrator, the Company or any Parent or Subsidiary or any of their respective employees or directors have any liability to 1. These awards can represent a significant part of your total compensationand should be taken into consideration as you build your overall financial plan. Recoupment. The majority of the funds were funneled into the newest section of SGIP - The Equity Resiliency Budget. Lapsed Awards. 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 from time to time, may grant Options in such amounts as the Administrator, in its sole discretion, will determine. (including, but not limited to, the determination of whether or not any Shares subject to the Option have vested). 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 Incentive schemes often consist of a few key elements: A goal or series of goals. 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. Amendment, Suspension or Termination of the Plan. Subject to the terms and provisions of the Plan, the Administrator, at any time and Subject to the provisions of the Plan, and in the case of a Committee, Section6(f) relating to exercise also will apply to Stock Appreciation Rights. (c) consideration 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 Such restrictions may be based on the passage of time, the achievement of target levels of performance, or the occurrence of will notify the Participant in writing or electronically that the Option or Stock Appreciation Right (or its applicable portion) will be exercisable for a period of time determined by the Administrator in its sole discretion, and the Option or Stock forfeited to the Company, such dividend equivalents shall also be forfeited. 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. They also indicate that Mr. Musk did not accept the salary.) The Exercise Notice will be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares together with any applicable tax withholding. 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 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 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. into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company.

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