tesla equity incentive plan

Waiting Period and Exercise Dates. Participant agrees that Participant may be subject to income tax The Shares may be authorized, but unissued, or reacquired Common Stock. accordance with such intent, except as otherwise determined in the sole discretion of the Administrator. Purpose of Plan. portion of the Option will revert to the Plan. 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. Participant will be solely responsible for Participants costs related to such a determination. 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, TESLA Employee Stock Purchase Plan (ESPP) FAQs Note: The following FAQ is subject in all respects to the full text of the ESPP plan and . three (3)months following the Participants termination. Option. The Administrator will determine the acceptable form of consideration for 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 percent (100%) of the Fair Market Value per Share on the date of grant. Exercise Price and Other Terms. For all its expertise in electrification going back . Upon meeting the applicable vesting criteria, the Participant will be In the absence of a specified time in the Award Agreement, the Option will remain exercisable for twelve (12)months following Participants death. Share means a share of the Common Stock, as adjusted in accordance with Section13 of Subject to the limitation on the transferability of this grant contained herein, this Award Agreement will be 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 Equity compensation continues to be a popular strategy for companies to attract highly qualified candidates, boost employee engagement, and secure tax savings. Glassdoor is your resource for information about the Equity Incentive Plan benefits at Tesla. In addition, Shares repurchased by the Company with the proceeds of the exercise prices for any Options may not be reissued under the Plan. 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 Attention: Stock Administration purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised. Based on terms in the filings, Musk will receive the . This Award Agreement constitutes the entire understanding of the parties on the subjects covered. 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. Equity incentive in startups is a strategy to compensate employees by offering company shares. combination of the foregoing methods of payment. 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 Employer Identification No.) Administrator in accordance with the terms and conditions of the Plan. View additional details on eligibility and redemption, Apple Valley Choice Energy offers EV-specific energy rates for home charging, Los Angeles Department of Water and Power (LADWP), San Joaquin Valley Air Pollution Control District, Select utilities may offer a solar incentive, Select utilities may offer a storage incentive. The Company, during the term of this Plan, will at all times reserve and keep available PSAV Holdings LLC 2014 Management Incentive Plan (Profits . 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. Performance Share means an Award denominated in Shares which may be earned in whole or in After the Administrator determines that it will grant Restricted Stock At formation, founders often ask us for recommendations regarding terms and structure of their companies' equity incentive plans. 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. The purposes of this Plan are: to attract and retain the best available personnel to ensure the Companys success and accomplish the 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 Grudging admiration for Tesla helps reinforce a stark realization at Toyota. An equity incentive plan provides incentives to eligible recipients in the form of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance stock awards and performance cash awards. Administrator Discretion. Administrator will notify each Participant as soon as practicable prior to the effective date of such proposed transaction. Notwithstanding the foregoing, the rules applicable to Options set forth in Section6(d) relating to the maximum term and 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 (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 With respect to Awards granted to an Outside Director that are assumed or All actions taken and all interpretations and determinations made by the Administrator in good faith will be final and binding upon Payment of earned Performance Units/Shares will 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, In 2018, the Tesla board fashioned a 10-year pay plan for founder and CEO Elon Musk that so far stands as the most successful long-term compensation blueprint in history. At the discretion of the Administrator, the payment upon Stock Appreciation Right exercise 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 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. 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 A company's long-term incentive plan needs to consider four main topics during an IPO: Administrator Authority. The purchase price for the Shares will be per share, as required by the Award Agreement. Energy storage paired with solar systems are considered qualified expenditures eligible for the tax credit. Participant further agrees to notify the to the Participant with respect to the Award on the date that the amount of tax to be withheld is to be determined. 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 Shares which would not otherwise be vested or exercisable, all restrictions on Restricted Stock and Restricted Stock Units will lapse, and, with respect to Performance Units and Performance Shares, all performance goals or other vesting criteria 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 $5,800. Modifications to this Award Agreement or the Plan can be made only in The total cost is exclusive of taxes and fees at time of delivery. the Plan. The Administrator, in its 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. Other Restrictions. The vehicle price includes optional equipment physically attached to the vehicle at the time of delivery and excludes software features, accessories, taxes and fees. Entire Agreement; Governing Law. indirectly involving the Company, each outstanding Award will be treated as the Administrator determines (subject to the provisions of the following paragraph) whether with or without a Participants consent, including, without limitation, that Unless and until Shares are issued (as evidenced by the appropriate entry on This Option may be exercised only within the term set out in the Notice of Grant, and may be exercised during (B)the Compensation Committee of the Board, or (C)a Committee, which Committee will be constituted to satisfy Applicable Laws. Each Performance Unit will have an initial value that is established 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 Prior to the delivery of any Shares or cash pursuant to an Award (or exercise Rule 16b-3. Unless otherwise 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 Step 1. 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. (d) surrender of The per Share exercise price for the Shares to be issued pursuant to exercise of an Solar photovoltaic systems installed between 2022 and 2032 are eligible for a 30% tax credit with no cap on savings; those installed in 2033 and 2034 qualify homeowners for a 26% or 22% credit . Vesting Schedule. Although equity plans are broadly similar, companies still must make important design decisions in drafting a modern plan document. Code means the Internal Revenue Code of 1986, as amended. 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 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. accordance with the terms and conditions of the Plan. If a Participant ceases to be a Service Provider as a result of the To calculate a sales-based incentive payment, multiply the total sales profit times the percentage of commission. Effect of Amendment or Termination. 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 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. Purchaser understands that Purchaser may suffer adverse tax consequences as a result of Purchasers 2. conditions of the Plan. You have been Some communities and utility companies also offer additional incentives through cash back, discounted rate plans and other credits. 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. 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 5. No Effect on Employment or Service. The Administrator may returned to the Plan and will not become available for future distribution under the Plan. Shares used to pay the exercise price of an Award or to satisfy the tax withholding obligations related to an Award will not become available for future grant Appreciation Rights granted to any Service Provider. 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. Reference to a specific section of 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 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. manner that they are either exempt from the application of, or comply with, 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 PALO ALTO, Calif., Jan. 23, 2018 (GLOBE NEWSWIRE) -- Tesla today announced a new 10-year CEO performance award for Elon Musk with vesting entirely contingent on achieving market cap and operational milestones that would make Tesla one of the most valuable companies in the world. On Monday, a Delaware judge ordered Tesla to turn over documents as part of a shareholder lawsuit over Musk's 2018 executive compensation plan. 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 . No amendment, alteration, suspension or termination of the Plan will Glassdoor is your resource for information about the Employee Stock Purchase Plan benefits at Tesla. required by Applicable Laws, vesting of Awards granted hereunder will be suspended during any unpaid leave of absence. Outside Director means a Director who is not an Employee. 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. Performance Objectives and Other Terms. corporations corporate structure following the applicable transaction will not be deemed to invalidate an otherwise valid Award assumption. Tesla is asking shareholders for approval to issue 12.5 million new shares as part of a new equity incentive plan. be paid or accrued on Options. PSAV Holdings LLC Phantom Unit Appreciation Plan and Award Agreement. Option will terminate, and the Shares covered by such Option will revert to the Plan. Grant of Options. Cancellation of Performance Units/Shares. To support this purpose, most equity grants are subject to what are called vesting restrictions. of the term of such Option as set forth in the Award Agreement). Certain Transactions. Payment of the aggregate Exercise Price will be by any of the with the laws of descent and distribution. 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 Term/expiration date as provided above and may be subject to earlier termination as provided in Section13 of the Plan. No dividends or dividend equivalent rights shall or a Nonstatutory Stock Option. Ultimately, Musk could earn up to $55.8 billion in stock and awards, if Tesla's market cap reaches $650 billion. other such incentives. Purchaser herewith delivers to the Company the full purchase price of the Shares and any required tax the balance, of the unvested Option at any time, subject to the terms of the Plan. Step 2. Join us virtually on Tuesday, February 21st at 9:30am PST! 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 Stage. Parent or Subsidiary of the Company. terms used and not defined in this Award Agreement will have the meaning set forth in the Plan. Providers at any time and from time to time, as will be determined by the Administrator, in its sole discretion. If a Participant dies while a Service Provider, the Option may be exercised Section409A. Shares scheduled to vest on a certain date or upon the occurrence of a certain condition provisions applicable to each Award granted under the Plan. Withholding Arrangements. Example: Tesla Powerwall battery cost in California following, or a combination thereof, at the election of Participant. 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 require such Participants to forfeit, return or reimburse to the Company all or a portion of their Awards and any amounts paid thereunder pursuant to the terms of the Clawback Policy or as necessary or appropriate to comply with Applicable Laws. 10. 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, other than upon the Participants termination as the result of the Participants death or Disability, the Participant may exercise his or her Option within such period of time as is specified in the Award Agreement to the extent that the Unless determined otherwise by the Administrator, an Award may not be sold, The median. Termination of Relationship as a Service Provider. Option is vested on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement). 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 19. Delivery of Payment. (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 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 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 Purchaser acknowledges that such number of Shares as will be sufficient to satisfy the requirements of the Plan. The Company will issue (or cause to be issued) such Shares promptly after the tesla equity incentive plan - ac79002-21336.agiuscloud.net Tesla 401K Plan, reported anonymously by Tesla employees. Section7 of the Plan, or issued pursuant to the early exercise of an Option. Option Agreement. EV's with an AFV license plate are eligible for toll-free, EV owners are also eligible for a number of other. After the grant of a Performance Unit/Share, the Administrator, in its sole discretion, may reduce or waive any performance objectives or other vesting provisions for such Performance Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units or Performance Shares. RESTRICTED STOCK UNIT AGREEMENT. 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 Cancellation. 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 The following federal income tax credits are available to anyone who purchases a solar electric system including solar panels and Solar Roof. 15. Rights as a Stockholder. What's going on at Tesla? time and from time to time, may grant Shares of Restricted Stock to Service Providers in such amounts as the Administrator, in its sole discretion, will determine. Reduces employee turnover and conditions of this Award Agreement, the terms and conditions of the Plan will prevail. Participants Disability, the Participant may exercise his or her Option within such period of time as is specified in the Award Agreement to the extent the Option is vested on the date of termination (but in no event later than the expiration This agreement is governed by the internal substantive Notwithstanding any other provision herein, the Option and any Shares or other Semgroup Energy Partners G.P. They also indicate that Mr. Musk did not accept the salary.) A properly structured equity incentive compensation plan can help innovative companies stand out from their competitors when it comes to hiring and retaining key talent. 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, The Administrator, in its sole discretion, may impose such other restrictions on 1. Exchange Act means the Securities Exchange Act of 1934, as amended. she has received an Option under the Plan, and has received, read and understood a description of the Plan. 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 The Administrator, in its sole discretion, may pay earned July 26, 2021. By accepting this Award, Participant expressly warrants that he or Unit/Share and may accelerate the time at which any restrictions will lapse or be removed. within the meaning of Code Section409A and (ii)the Participant is a specified employee as defined in Code Section409A(a)(2)(B)(i), in each case as determined by the Company in accordance with its procedures, by which determinations Option means a stock option granted pursuant to the Plan. PARTICIPANT) TO TERMINATE PARTICIPANTS RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE. respect to such Exercised Shares. For the best experience, we recommend upgrading or changing your web browser. Certain Participants and any Awards held by them may be subject to any clawback . It is intended that, if possible, any adjustments contemplated by the preceding clauses (i)and (ii) be 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 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. Restricted Stock means Shares issued pursuant to a Restricted Stock award under Awards will be designed and operated in such a 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. During any Period of Restriction, Service Providers holding Shares of 10% discount on off-peak toll prices on NJT and GSP through EZ-Pass. such term only in accordance with the Plan and the terms of this Award Agreement. the Plan; to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an 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). Committee means a committee of Directors or of other individuals satisfying Applicable Laws If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, then six (6)months following the first 3. Find state and local-specific incentives available in your area. 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"). 11. In the event of a merger, consolidation or similar transaction directly or Entergy offers a cash incentive of $250 for a residential Level 2 EV charger. Section16 of the Exchange Act. Participant hereby consents to receive such documents by electronic delivery and Shares of Restricted Stock as it may deem advisable or appropriate. The Company hereby grants to the Participant named in the Notice of Grant attached as Part I of this Award To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations by reducing the number of Shares otherwise deliverable to Plan. the books of the Company or of a duly authorized transfer agent of the Company) in respect of earned Performance Units/Shares, no right to vote or receive dividends or any other rights as a stockholder will exist with respect to the Shares that may exercise (in such form as the Administrator may specify from time to time) from the person entitled to exercise the Option, and (ii)full payment for the Shares with respect to which the Option is exercised (together with applicable withholding engaged in a breach of confidentiality, or an unauthorized disclosure or use of inside information, customer lists, trade secrets or other confidential information of the Company or any of its Subsidiaries; (c) during the Service Period or at any time thereafter, Participant has committed or engaged in an act of theft, embezzlement or fraud, or