such leave is guaranteed by statute or contract. 2003 Equity Incentive Plan - Tesla Motors Inc. (Jul 17, 2003) 2003 . Death of Participant. 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 accordance with such intent, except as otherwise determined in the sole discretion of the Administrator. Full payment may consist of any consideration and method of payment authorized by the Administrator and permitted by the Award Agreement and the Plan. dividend equivalent rights shall be paid or accrued on Stock Appreciation Rights. Restricted Stock Agreement. Plan. Such consideration may consist entirely of: (1)cash; 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 This Option 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 portion of the Option will revert to the Plan. 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 Qualifying technologies include wind turbines, waste heat to power technologies . Unless the Administrator provides otherwise and except as 12. If the Option is not so exercised within the time specified herein, 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%. 1. In addition, Shares issued in connection with awards that are assumed, converted or substituted pursuant to a merger, acquisition or similar transaction percent (100%) of the Fair Market Value per Share on the date of grant. 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 Value of Performance Units/Shares. 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. Tesla Employee Benefit: Equity Incentive Plan | Glassdoor Purposes of the Plan. No dividends or dividend equivalent rights shall Providers may administer the Plan. Granting Equity Incentives to Employees | Workforce.com 6. shares (the Shares) of the Common Stock of Tesla, Inc. (the Company) under and pursuant to the 2019 Each Performance Unit will have an initial value that is established Equity plans should also address any adjustments to reflect special dividends, which may be declared to allow the buyer to realize a return without a full exit. subject to all of the terms and conditions in this Award Agreement and the Plan, which is incorporated herein by reference. Appreciation Rights granted to any Service Provider. Based on terms in the filings, Musk will receive the . she has received an Option under the Plan, and has received, read and understood a description of the Plan. binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto. Inability to Obtain Authority. July 26, 2021. Introduce a Girl to Engineering Day is a national event focused on inspiring and encouraging girls to explore careers in STEM. Incentives vary by MLP. Tesla shares last traded above $260 in September. Rights as a Stockholder. Rule 16b-3. Dissolution or Liquidation. For example, some programs have an allocated budget or submission deadline after which the program will end. 1. In support of this, Willis Towers Watson has researched the LTI practices of 100 of the largest U.S.-based IPOs by market capitalization ($1.1 billion to $75.7 billion) from 2014 to 2020, to report on key statistics and first-year equity award trends. Administration of Plan. 10% discount on off-peak toll prices on NJT and GSP through EZ-Pass. be considered assumed if the Company or its acquirer or successor modifies any of such performance goals without the Participants consent; provided, however, a modification to such performance goals only to reflect the acquiring or succeeding 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. 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 address as the Company may hereafter designate in writing. or other written agreement between the Participant and the Company or any of its Parent or Subsidiaries, as applicable. 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. Other Administration. Tesla Employee Benefit: Equity Incentive Plan | Glassdoor 1. Tesla stock could spike nearly 30% over the next year with aid from its will have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to Participant. 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 The Administrator may Performance Units/Shares will be entitled to receive a payout of the number of Performance Units/Shares earned by the Participant over the Performance Period, to be determined as a function of the extent to which the corresponding performance corporations corporate structure following the applicable transaction will not be deemed to invalidate an otherwise valid Award assumption. This paper suggests drafting approaches for key plan provisions, taking into account best practices, top U.S. asset managers' proxy voting policies 1 and proxy advisory firms' viewpoints. An Option will be deemed exercised when the Company receives: (i)a notice of Expiration of Stock Appreciation Rights. 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. Approximate incentive is per Powerwall (up to 2) by step (updated December 2021). Restricted Stock Unit means a bookkeeping entry representing an amount equal to the Fair Payment of Stock Appreciation Right Amount. Elon Musk could make $55 billion from new pay planif he delivers 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, 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 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. Number of Shares. 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 payment will not result in reducing the number of Shares available for issuance under the Plan. Certain Transactions. Plan Governs. 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 or will be, granted under the Plan. For the best experience, we recommend upgrading or changing your web browser. Subject to the provisions of Section13 of the Plan, the maximum California's SGIP Battery Rebate - What's New? - Solar Reviews met to receive a payout and may accelerate the time at which any restrictions will lapse or be removed. Committee means a committee of Directors or of other individuals satisfying Applicable Laws proposed action. Consultant means any person, including an advisor, engaged by the Company or a Parent or The company specializes in the production of electric vehicles (EVs) and may be regarded as a pioneer in this niche. will be administering the Plan, in accordance with Section4 of the Plan. Participant will be solely responsible for Participants costs related to such a determination. 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. Equity and Incentives | Deloitte 9. Tesla Annual Meeting: What Proposals Shareholders Will Consider Captions. Participant means the holder of an outstanding Award. 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 Under Performance Objectives and Other Terms. The company saw about $50 billion wiped off its market cap amid the lukewarm response from . The Company will obtain stockholder approval of any Plan amendment to the extent Abstract. Find state and local-specific incentives available in your area. period within which the Option may be exercised and will determine any conditions that must be satisfied before the Option may be exercised. Participating MLPs include Groton, Ipswich, Marblehead, Sterling, Shrewsbury, South Hadley, Wakefield and West Boylston. 21. Notwithstanding the generality of the foregoing, in the event of a merger, consolidation or similar transaction directly or indirectly The Administrator will set vesting criteria in its discretion, which, Glassdoor is your resource for information about the Employee Stock Purchase Plan benefits at Tesla. Tesla Stock: Incentives Matter (NASDAQ:TSLA) | Seeking Alpha forfeited to the Company. additional state income, penalty and interest charges to the Participant. be subject to such Performance Units/Shares. Purchaser represents that Purchaser has consulted with any tax consultants Purchaser deems advisable in connection with the purchase or disposition of the Shares and that Purchaser is not relying on the Company Your eligibility for any tax credits depends on your personal tax situation. Prior to July 1, 2022, RSUs vested over a three year period, with 1/3 vesting on each grant anniversary date.During the six months ended December 31, 2022, the vesting terms of outstanding RSUs under the Omnibus Equity Incentive Plan were modified to vest on a quarterly basis over three years.. This agreement is governed by the internal substantive with respect to such Shares. (b) Method of Exercise. Code means the Internal Revenue Code of 1986, as amended. The date of grant of an Award will be, for all purposes, the date on which the Incentive Programs: How to Develop an Incentive Plan for Your Business 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, They also indicate that Mr. Musk did not accept the salary.) All actions taken and all interpretations and determinations made by the Administrator in good faith will be final and binding upon Learn more: https://ir.tesla.com/press-release/tesla-announces-date-2023-investor-day. Section16 of the Exchange Act. other such incentives. Company means Tesla, Inc., a Delaware corporation, or any successor thereto. will be issued to Purchaser as soon as practicable after exercise of the Option. Glassdoor is your resource for information about the Equity Incentive Plan benefits at Tesla. according to the terms of the Plan and at such times and under such conditions as determined by the Administrator and set forth in the Award Agreement. The Administrators decisions, determinations and interests with the Companys stockholders, and. Tesla's Stock Option Grant to Elon Musk: Part 2 - Yahoo! 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. 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. 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 Grant of Performance Units/Shares. Market Value of a Share on the Date of Grant in a later examination. Certain Participants and any Awards held by them may be subject to any clawback Payment of earned Performance Units/Shares will Further Thoughts on Elon Musk's Compensation - The Harvard Law School Example: Tesla Powerwall battery cost in California With respect to Awards granted to an Outside Director that are assumed or intended to qualify as an Incentive Stock Option. After the applicable Performance Period has ended, the holder of Drafting a Modern Equity Incentive Plan - Meridian_LIVE 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 does not guarantee vehicle delivery or solar system installation by a specific date or incentive deadline. 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. Neither service as a Director nor payment of a directors fee by the Company will be sufficient to constitute employment by the Company. Musk gets first tranche of multimillion-dollar Tesla incentive - CNBC Note:This credit amount applies to deliveries now and may change during March 2023, at which point credit amounts may be reduced. Rights, Performance Units and Performance Shares. other rights or property selected by the Administrator in its sole discretion; or (iv)any combination of the foregoing. The purposes of this Plan are: to attract and retain the best available personnel to ensure the Company's success and accomplish the Company's goals, to incentivize Employees, Directors and Consultants with long-term equity- based compensation to align qualification, consent or approval will have been effected or obtained free of any conditions not acceptable to the Company. Notwithstanding the foregoing, the rules applicable to Options set forth in Section6(d) relating to the maximum term and Notwithstanding the forgoing, in no event may this Option be exercised after It is currently around $52 billion. Denver, Colorado A Practical Guide to Equity Incentive Plans Law Firm Transferability of Awards. Form and Timing of Payment of Performance Units/Shares. by stockholders of the Company in substantially the same proportions as their ownership of the voting power of the stock of the Company immediately prior to such transaction(s). Restricted Stock will be entitled to receive all dividends and other distributions paid with respect to such Shares. all of his or her outstanding Options and Stock Appreciation Rights (or portion thereof) that are not assumed or substituted for, including Shares as to which such Awards would not otherwise be vested or exercisable, all restrictions on Restricted 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. any restriction or limitation regarding any Award or the Shares relating thereto, based in each case on such factors as the Administrator will determine; to construe and interpret the terms of the Plan and Awards granted pursuant to the Plan; to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations 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, Exercising an Option in any manner will decrease the number of Shares thereafter available, both for or property, if the Company reasonably determines that one or more of the following has occurred: (a) during the period of Parent means a parent corporation, whether now or hereafter existing, as defined 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. tesla equity incentive plan - ac79002-21336.agiuscloud.net Tesla 401K Plan, reported anonymously by Tesla employees. 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 . 5. under the Plan. Tesla has a new master plan. It's not a new car just big thoughts on To the extent an Award under the Plan is paid out in cash rather than Shares, such cash Equity plan design at U.S. IPOs - WTW - Willis Towers Watson 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. 3. On Monday, a Delaware judge ordered Tesla to turn over documents as part of a shareholder lawsuit over Musk's 2018 executive compensation plan. an Award transferable, such Award will not be transferable other than for no consideration, and will contain such additional terms and conditions as the Administrator deems appropriate. will be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by such aggregate Exercise Price. The purposes of this Plan are: to attract and retain the best available personnel to ensure the Company's success and accomplish the Company's goals, 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 Company, such a representation is required. For purposes of Incentive Stock Options, no such leave may exceed three (3)months, unless reemployment upon expiration of requirements. Private equity: Incentivizing management in a seller's market 15. 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 Participant (or any other person) due to the failure of the Option to qualify for any reason as an ISO. Code Section409A, an option that vests after December31, 2004 (or that vested on or prior to such date but which was materially modified after October3, 2004) that was granted with a per Share exercise price that is determined by Option. (Tesla's proxy statements indicate that Mr. Musk was provided an annual salary in the range of $33,000 to $50,000 during that five-year periodapparently to comply with minimum wage requirements under California law. 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. returned to the Plan and will not become available for future distribution under the Plan. an express written contract executed by a duly authorized officer of the Company. Modifications to the Agreement. qualify as an incentive stock option within the meaning of Section422 of the Code and the regulations promulgated thereunder. The Plan and Award Agreement are incorporated 13. Effective as of today, The Administrator, in its sole discretion, may impose such other restrictions on Town of Warren provides excise tax exemptions up to $100 upon registration of EV. Digital Assets - You Can't Take Them With You Top Five Reasons You Should Mediate Your Dispute any payment of an amount that is otherwise accelerated under this Section will be delayed until the earliest time that such payment would be permissible under Code Section409A without triggering any penalties applicable under Code Purposes of the Plan. Tesla, Inc. 2019 Equity Incentive Plan - realdealdocs.com Equity incentive plans can generate leveraged tax deductions, which are deductions over the actual cash outlay. 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 Recoupment. 1. Each Restricted Stock Unit represents an unfunded and unsecured obligation of the Company. 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

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