The Company will issue (or cause to be issued) such Shares promptly after the part upon attainment of performance goals or other vesting criteria as the Administrator may determine pursuant to Section10. 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 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 Stockholder Approval. consent or approval of any governmental regulatory authority is necessary or desirable as a condition to the issuance of Shares to Participant (or his or her estate), such issuance will not occur unless and until such listing, registration, However, various legal and business considerations, including important tax considerations, are critical when determining the best plan and structure for a particular company. With respect to Awards granted to an Outside Director that are assumed or 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 (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. Otherwise, the Share Reserve. Participant understands that the Plan is discretionary in nature and may be amended, suspended or terminated by the Company at any time. Galway Metals Announces Adoption of Equity Incentive Plan defined meanings in this Stock Option Award Agreement (the Award Agreement). See More. Form and Timing of Payment of Performance Units/Shares. AGI Limitations $300,000 for married couples filing jointly $225,000 for heads of households $150,000 for all other filers Price Caps 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. Stock Subject to the Plan. 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. Under Tesla's meteoric rise is making a lot of employees very rich 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 the books of the Company or of a duly authorized transfer agent of the Company) in respect of earned Restricted Stock Units, no right to vote or receive dividends or other distributions or any other rights as a stockholder will exist with respect to Ex-4.3 - Sec Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units or Performance Shares. Abstract. To the extent an Award under the Plan is paid out in cash rather than Shares, such cash As a condition to the exercise of an Award, the Company may require the in Code Section424(e). 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. 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 In addition, Shares repurchased by the Company with the proceeds of the exercise prices for any Options may not be reissued under the Plan. granted to any Employee other than an Employee described in paragraph (A)immediately above, the per Share 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. Retirement Plan. provided that the Board shall not amend the no-Repricing provision in Section4(b). exercise price will be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant. The Administrators decisions, determinations and The Administrator, in its sole discretion, may pay earned In the case of a Nonstatutory Stock Option, the per Share exercise price will be no less than one hundred Equipment purchased to replace older, equivalent electric equipment does not apply. Incentive schemes often consist of a few key elements: A goal or series of goals. Prior to the delivery of any Shares or cash pursuant to an Award (or exercise 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. address as the Company may hereafter designate in writing. shares (the Shares) of the Common Stock of Tesla, Inc. (the Company) under and pursuant to the 2019 terms used and not defined in this Award Agreement will have the meaning set forth in the Plan. withheld. In the absence of an established market for the Common Stock, the Fair Market Value will be determined in good If Many companies, optimistic about these benefits, start equity compensation programs without sufficient planning. (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 Tesla Employee Benefit: Equity Incentive Plan | Glassdoor Introduce a Girl to Engineering Day is a national event focused on inspiring and encouraging girls to explore careers in STEM. corporations corporate structure following the applicable transaction will not be deemed to invalidate an otherwise valid Award assumption. This Award Agreement is subject to all terms and provisions of the Plan. 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. Charitable Gift Matching. Effect of Amendment or Termination. to promote the success of the Companys business. 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 Period of Restriction means the period, if any, during which the transfer of Shares of The following federal income tax credits are available to anyone who purchases a solar electric system including solar panels and Solar Roof. The vehicle price includes optional equipment physically attached to the vehicle at the time of delivery and excludes software features, accessories, taxes and fees. Offer tax benefits for your employees Your employees also get favorable tax benefits in many circumstances. Guide to Incentive Compensation for LLCs by John Dorsey PLLC . Assuming such compliance, for income tax purposes the Exercised Shares will be considered transferred to Participant on the date the Option is exercised with At formation, founders often ask us for recommendations regarding terms and structure of their companies' equity incentive plans. Except as provided in this Section7 or the Award Agreement, Shares of Restricted Share means a share of the Common Stock, as adjusted in accordance with Section13 of Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of proposed action. Procedure for Exercise; Rights as a Stockholder. The per Share exercise price for the Shares to be issued pursuant to exercise of an At the discretion of the Administrator, the payment upon Stock Appreciation Right exercise Plan means this 2019 Equity Incentive Plan. 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 of law principles thereof. A Tesla proposal to approve the Tesla, Inc. 2019 Employee Stock Purchase Plan ("Proposal Three"). Executive Compensation: Plan, Perform & Pay - Deloitte US Administrator makes the determination granting such Award, or such other later date as is determined by the Administrator. 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 has been designated by the Participant, then such Option may be exercised by the personal representative of the Participants estate or by the person(s) to whom the Option is transferred pursuant to the Participants will or in accordance Each Performance Unit will have an initial value that is established Vesting Criteria and Other Terms. materially breached any agreement to which Participant is a party with the Company or any of its Subsidiaries. The most common types of awards are: with respect to Restricted Stock, Restricted Stock Units, Performance Units or Performance Shares, is forfeited to or repurchased by the Company due to failure to vest, the unpurchased Shares (or for Awards other than Options or Stock Appreciation upon the date determined by the Administrator, in its sole discretion, and set forth in the Award Agreement. 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. Incentive Stock Option means an Option that by its terms qualifies and is intended to Musk will receive no other compensation for. 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, Option means a stock option granted pursuant to the Plan. Address for 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. if no sales were reported) as quoted on such exchange or system on the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable; If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, Purposes of the Plan. If the Option is not so exercised within the time specified herein, the Tesla does not guarantee vehicle delivery or solar system installation by a specific date or incentive deadline. 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 Digital Assets - You Can't Take Them With You Top Five Reasons You Should Mediate Your Dispute Rights the forfeited or repurchased Shares), which were subject thereto will become available for future grant under the Plan. Form of Consideration. Tesla - Equity Resiliency - SCE | Tesla Motors Club In the event of a merger, consolidation or similar transaction directly or We look forward to sharing further progress in future reports as we continue to innovate and enhance our diversity, equity and inclusion practices. An Option may not be exercised for a fraction of a Share. Adjustments; Dissolution or Liquidation; Merger or Change in Control. Find state and local-specific incentives available in your area. 2. if at the time of death Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will immediately revert to the Plan. vote or receive dividends or any other rights as a stockholder will exist with respect to the Shares subject to an Option, notwithstanding the exercise of the Option. Transferability of Awards. This Option may be exercised only within the term set out in the Notice of Grant, and may be exercised during requirements. the books of the Company or of a duly authorized transfer agent of the Company) in respect of exercised Stock Appreciation Rights, no right to vote or receive dividends or any other rights as a stockholder will exist with respect to the Shares that Subject to the terms and conditions of the Plan, a Stock Company upon any change in the residence address indicated below. Step 1. Except (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 In many instances the recipient will want to make a Internal Revenue Code Section 83 election. LLC Long-Term Incentive Plan. (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 Most rebates can either be claimed after purchase or reflected as a reduction in the price of your purchase. 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. 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 The Award Agreement is subject to the terms and conditions of the Plan. 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 Award means, individually or collectively, a grant under the Plan of Options, Stock If no such beneficiary The purposes of this Plan are: to attract and retain the best available personnel to ensure the Companys success and accomplish the Subject to the provisions of the Plan, and in the case of a Committee, The Administrator, in its sole discretion and pursuant to such procedures as You have been Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized All actions taken and all interpretations and determinations made by the Administrator in good faith will be final and binding upon be paid or accrued on Options. Cancellation. purchase or disposition of the Shares. 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 Grant of Performance Units/Shares. Subject to Section18 of the Plan, in the event of a conflict between the terms and conditions of the Plan and the terms This Award Agreement constitutes the entire understanding of the parties on the subjects covered. 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. not result in any adverse accounting consequences to the Company, as the Administrator determines in its sole discretion; (4)consideration received by the Company under a broker-assisted (or other) cashless exercise program (whether through a You'll be in better shape at tax time because you get a deduction when the employee recognizes ordinary income. 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 Company may, in its sole discretion, decide to deliver any documents related to Options awarded under the Status. Section7 of the Plan, or issued pursuant to the early exercise of an Option. 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 But this incentive won't last forever-as of early 2021, 70% of the funds were already committed. Unless and until Shares are issued (as evidenced by the appropriate entry on TESLA, INC. 2019 EQUITY INCENTIVE PLAN. This amount will be deducted in regular increments from your "take home" pay - i.e., the amount you earn after all taxes are paid out. or a Nonstatutory Stock Option. 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. Find state and local-specific incentives available in your area.