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, 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. Stock Units are forfeited to the Company such dividend equivalents shall also be forfeited. Purchaser understands that Purchaser may suffer adverse tax consequences as a result of Purchasers Argentina Australia Belgi (Nederlands) Belgique (Franais) Brasil Canada (English) Performance Unit/Share Agreement. foregoing, the occurrence of any event shall not be deemed a Change in Control: (i)with respect to any Award that is subject to Code Section409A unless such event qualifies as a change in control event within the meaning of Code Dividends and Other Distributions. 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 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. Each Award of Restricted Stock will be evidenced by an Award Agreement that 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. award for the purpose of repricing the award; (iii)cancelling, exchanging or surrendering any outstanding Option and/or outstanding Stock Appreciation Right in exchange for an Option or Stock Appreciation Right with an exercise price that is Board means the Board of Directors of the Company. 2. Other than as provided above, the Plan will be administered by (A)the Board, Return of Restricted Stock to Company. To the extent that an Award or payment, or the settlement or deferral thereof, is subject to Code Section409A the Award will be granted, Estimated Rebate Value. Withholding Arrangements. Stock Appreciation Right means an Award, granted alone or in connection with an Option, that that it exceeds the $100,000 rule of Code Section422(d) it will be treated as a Nonstatutory Stock Option (NSO). 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). Notwithstanding anything in this Section13(c) to the contrary, and unless otherwise provided for in an Award Agreement or other written In the absence of a specified time in the Award Agreement, the Option will remain exercisable for twelve (12)months following the Participants termination. 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 Tesla is asking shareholders for approval to issue 12.5 million new shares as part of a new equity incentive plan. Nant Health, LLC Phantom Unit Plan. Employee means any person, including Officers and Directors, employed by the Company or any Binding Agreement. 10% discount on off-peak toll prices on NJT and GSP through EZ-Pass. Tesla Equity Incentive Plan, reported anonymously by Tesla employees. Units, Performance Shares and Performance Units may be granted to Service Providers. Unless the Administrator provides otherwise and except as Form of Consideration. Modifications to this Award Agreement or the Plan can be made only in this Section6(e)(i) of the Plan, Options may be granted with a per Share exercise price less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant pursuant to a transaction described in, and in a manner TESLA, INC. 2019 EQUITY INCENTIVE PLAN 1. The Exercise Notice will be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares together with any applicable tax withholding. Any Option granted hereunder will be exercisable Fairfax Solar Energy Equipment Tax Exemption, Loudoun Solar Energy Equipment Tax Exemption, Customers must buy it for their own use, not for resale, Adjusted Gross Income (AGI) limitations, $300,000 for married couples filing jointly. Upon (or, as may be necessary to effect the adjustment, immediately prior to) any event or transaction Fully subscribed. 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. Notices. 4. 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 Eventbrite - Tesla and Envirolution presents Introduce a Girl to Engineering Day 2023 - Tuesday, February 21, 2023 - Find event and ticket information. 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 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 Different Committees with respect to different groups of Service We recommend speaking with a tax professional for guidance. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be 1. Other Administration. 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 Section409A, except as otherwise determined in the sole discretion of the Administrator. Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Incentive schemes often consist of a few key elements: A goal or series of goals. Participant further agrees to notify the 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%. 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. , 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. 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 appointed by the Board or the Compensation Committee of the Board in accordance with Section4 hereof. 19. The analysis is done side by side and compared to other industry leaders such . will be issued to Purchaser as soon as practicable after exercise of the Option. 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 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. 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. That means there is over $1 billion in incentives available through SGIP . 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. Senior Software Engineer salaries ($110k). However, various legal and business considerations, including important tax considerations, are critical when determining the best plan and structure for a particular company. 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 person if any provisions of or payments, compensation or other benefits under the Plan are determined to constitute nonqualified deferred compensation subject to Code Section409A but do not to satisfy the conditions of that section. The Plan will become effective upon its approval by the stockholders of the Company in the taxes). Investor Day streaming live on Twitter & YouTube at 3pm CT tomorrow . For the purposes of this subsection (c), 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. Form and Timing of Payment. Rights as a Stockholder. 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. Units under the Plan, it will advise the Participant in an Award Agreement of the terms, conditions, and restrictions related to the grant, including the number of Restricted Stock Units. 1. 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 10. 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 At the time an Option is granted, the Administrator will fix the Purposes of the Plan. other Shares which have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the Exercised Shares, provided that accepting such Shares, in the sole discretion of the Administrator, will not result in any adverse Introduce a Girl to Engineering Day is a national event focused on inspiring and encouraging girls to explore careers in STEM. business unit, or individual goals (including, but not limited to, continued employment), applicable federal or state securities laws, or any other basis determined by the Administrator in its discretion. To calculate a sales-based incentive payment, multiply the total sales profit times the percentage of commission. By Option. 3. By accepting this Award, Participant expressly warrants that he or 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 Charitable Gift Matching. 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. Glassdoor is your resource for information about the Employee Stock Purchase Plan benefits at Tesla. (c) consideration So, if you are working for a big tech company like Google, Amazon, Microsoft, Apple, or Facebook, chances are a . Incentive Stock Option means an Option that by its terms qualifies and is intended to Officer means a person who is an officer of the Company within the meaning of Learn more: https://ir.tesla.com/press-release/tesla-announces-date-2023-investor-day. Method of Payment. 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 Limitations on AGI and price caps are outlined below. The Company hereby grants to the Participant named in the Notice of Grant attached as Part I of this Award Neither the Plan nor any Award will confer upon a Participant any Disability of Participant. Restricted Stock Agreement. qualification, consent or approval will have been effected or obtained free of any conditions not acceptable to the Company. 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 The most common types of awards are: Option is exercised. Notwithstanding any other provision herein, the Option and any Shares or other more than a maximum aggregate of 13,000,000 Shares may be granted as Incentive Stock Options. with respect to voting such Shares and receipt of dividends and distributions on such Shares. Subject to Section18 of the Plan, in the event of a conflict between the terms and conditions of the Plan and the terms They're often surprised to discover the nuanced . 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 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 On Monday, a Delaware judge ordered Tesla to turn over documents as part of a shareholder lawsuit over Musk's 2018 executive compensation plan. Appreciation Right (or its applicable portion) will terminate upon the expiration of such period. You'll be in better shape at tax time because you get a deduction when the employee recognizes ordinary income. Supplemental Workers' Compensation. foreign or other taxes (including the Participants FICA obligation) required to be withheld with respect to such Award (or exercise thereof). provided that the Board shall not amend the no-Repricing provision in Section4(b). of law principles thereof. Section16 of the Exchange Act. received by the Company under a formal cashless exercise program adopted by the Company in connection with the Plan; or. 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 Option, the number of Shares in respect of which the Option is being exercised (the Exercised Shares), and such other representations and agreements as may be required by the Company pursuant to the provisions of the Plan. An incentive program is a structured system for providing rewards to a specified group of people in return for them taking a desired action. Under An Option will be deemed exercised when the Company receives: (i)a notice of Status. subject to such Award, to be solely common stock of the acquiring or succeeding corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the transaction. purchase or disposition of the Shares. the Plan. As a condition to the exercise of an Award, the Company may require the 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. Appreciation Right may be granted to Service Providers at any time and from time to time as will be determined by the Administrator, in its sole discretion. Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of If an Award expires or becomes unexercisable without having been exercised in full or, 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: Effect of Amendment or Termination. 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 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. The inability of the Company to obtain authority from any regulatory body The Shares so acquired upon the date determined by the Administrator, in its sole discretion, and set forth in the Award Agreement. 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. 7. 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. Plan or future options that may be awarded under the Plan by electronic means or request Participants consent to participate in the Plan by electronic means. Upon meeting the applicable vesting criteria, the Participant will be 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 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. Share means a share of the Common Stock, as adjusted in accordance with Section13 of 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 A company's long-term incentive plan needs to consider four main topics during an IPO: laws, but not the choice of law rules, of the State of California. Performance Objectives and Other Terms. Several government entities and local utilities offer electric vehicle and solar incentives for customers, often taking the form of a rebate or a tax credit. Grant. Participant expressly warrants that he or she is not accepting this Award Agreement in reliance on any promises, representations, or inducements other than those contained herein. Except as provided in this Section7 or the Award Agreement, Shares of Restricted 1. 11. Subject to the terms and conditions of the Plan, a Stock Rule 16b-3. During any Period of Restriction, Service Providers holding Shares of Unless the Administrator Grant of Restricted Stock. Definitions. Qualified vehicles are exempt from emissions testing. Notwithstanding the foregoing provisions of withheld. Payment of earned Restricted Stock Units will be made as soon as practicable According to sources talking to Electrek, most new hires are given between $20,000 and $40,000 of restricted stocks that vest over three years, starting a year after they start working at. Leaves of Absence/Transfer Between Locations. Stock Subject to the Plan. 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. Additional Conditions to Issuance of Stock. 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. Participant will be solely responsible for Participants costs related to such a determination. Ultimately, Musk could earn up to $55.8 billion in stock and awards, if Tesla's market cap reaches $650 billion. Cancellation of Performance Units/Shares. If the Administrator makes No amendment, alteration, suspension or termination of the Plan will Administrator Discretion. If to promote the success of the Companys business. The Administrator will set any performance objectives or other . Participant means the holder of an outstanding Award. The purposes of this Plan are: to attract and retain the best available personnel to ensure the Companys success and accomplish the Agreement Severable. In addition, Shares issued in connection with awards that are assumed, converted or substituted pursuant to a merger, acquisition or similar transaction Town of Warren provides excise tax exemptions up to $100 upon registration of EV. Approximate incentive is per Powerwall (up to 2) by step (updated December 2021). , the undersigned (Purchaser) hereby elects to purchase PSAV Holdings LLC Phantom Unit Appreciation Plan and Award Agreement. the Code or regulation thereunder shall include such section or regulation, any valid regulation promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section and Award Agreement. proposed action. This Award Agreement is subject to all terms and provisions of the Plan. combination of the foregoing methods of payment. At the discretion of the Administrator, the payment upon Stock Appreciation Right exercise 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. will be deemed achieved at one hundred percent (100%) of target levels and all other terms and conditions met, unless specifically provided otherwise under the applicable Award Agreement or other written agreement between the Participant and the 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 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 . Date of Grant. Stock may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of any applicable Period of Restriction. On January 1, 2023, the Inflation Reduction Act of 2022 qualified certain electric vehicles (EVs) for a tax credit of up to $7,500. Example: Tesla Powerwall battery cost in California Purchaser acknowledges that Effect of Administrators Decision. Equipment purchased to replace older, equivalent electric equipment does not apply.