Such terms and conditions include, but are not limited to, the exercise price, the time or times when Awards may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and to the Participant with respect to the Award on the date that the amount of tax to be withheld is to be determined. 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 Subject to the terms and conditions of the Plan, the Administrator will have complete discretion in determining the number of The Administrator will set vesting criteria in its discretion, which, Tesla Inc. is a large automotive and energy enterprise launched in 2003 and located in Palo Alto, CA (Tesla, 2019). Find state and local-specific incentives available in your area. qualification, consent or approval will have been effected or obtained free of any conditions not acceptable to the Company. Earning Restricted Stock Units. For purposes of litigating any dispute that arises under this Option or this Award Agreement, the parties hereby submit to and consent to the jurisdiction of the State of California, and agree that such litigation will be Equipment purchased to replace older, equivalent electric equipment does not apply. 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 But this incentive won't last forever-as of early 2021, 70% of the funds were already committed. The Administrator will have complete discretion to determine the number of Stock 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 . If a Participant ceases to be a Service Provider as a result of the To the extent that an Award or payment, or the settlement or deferral thereof, is subject to Code Section409A the Award will be granted, Performance Share UnitsThe following table . 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. necessary and desirable to comply with Applicable Laws. Grant of Options. may be subject to such Stock Appreciation Rights. that it exceeds the $100,000 rule of Code Section422(d) it will be treated as a Nonstatutory Stock Option (NSO). Dividends and Other Distributions. 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. It is intended that, if possible, any adjustments contemplated by the preceding clauses (i)and (ii) be 19. 2. 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 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 . 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 to participants death or Disability, in which case this Option will be exercisable for twelve (12)months after the Participant ceases to be a Service Provider. 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. These programs are subject to change or end at any time, and are outside of Teslas control. 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. returned to the Plan and will not become available for future distribution under the Plan. Charitable Gift Matching. Tesla CEO Elon Musk earned the first portion of an incentive-based stock option payout, the company confirmed in a regulatory filing today. 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. 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. Qualified vehicles are exempt from emissions testing. Performance Share means an Award denominated in Shares which may be earned in whole or in Common Stock means the common stock of the Company. Exercising an Option in any manner will decrease the number of Shares thereafter available, both for more than a maximum aggregate of 13,000,000 Shares may be granted as Incentive Stock Options. 14. otherwise be due to such Participant under an Award; and. 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, Form and Timing of Payment. 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 Participating MLPs include Groton, Ipswich, Marblehead, Sterling, Shrewsbury, South Hadley, Wakefield and West Boylston. 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. a part of this document. Restricted Stock means Shares issued pursuant to a Restricted Stock award under 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. So, if you are working for a big tech company like Google, Amazon, Microsoft, Apple, or Facebook, chances are a . Service Provider means an Employee, Director or Consultant. Method of Payment. For all its expertise in electrification going back . Musk won't get the. withholding by the Company on the compensation income recognized by Participant. 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. 2. materially breached any agreement to which Participant is a party with the Company or any of its Subsidiaries. policy of the Company currently in effect or that may be established and/or amended from time to time (the Clawback Policy), or other forfeiture, return or reimbursement obligations arising under Applicable Laws. PSAV Holdings LLC 2014 Management Incentive Plan (Profits . The Company will make all reasonable efforts to meet the requirements of any such state or federal law or securities Stockholder Approval. Each Award of Restricted Stock will be evidenced by an Award Agreement that 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 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 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). An incentive a reward for . Other than as provided above, the Plan will be administered by (A)the Board, After such issuance, recordation and delivery, Participant will have all the rights of a stockholder of the Company met to receive a payout and may accelerate the time at which any restrictions will lapse or be removed. Company upon any change in the residence address indicated below. 2. Termination of the Plan will not affect the Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units or Performance Shares. The bill would provide some of the most generous EV . Retirement Plan. To the extent desirable to qualify transactions such leave is guaranteed by statute or contract. Exercise Price and Other Terms. Equity Incentive Plan. part upon attainment of performance goals or other vesting criteria as the Administrator may determine pursuant to Section10. Earning of Performance Units/Shares. This agreement is governed by the internal substantive The aggregate of any payments that otherwise would have been paid to the Participant during the combination of the foregoing methods of payment. If so accelerated, such Option will be considered as having vested as of the date specified by the Administrator. 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. Argentina Australia Belgi (Nederlands) Belgique (Franais) Brasil Canada (English) Plan Governs. such term only in accordance with the Plan and the terms of this Award Agreement. In addition, Shares issued in connection with awards that are assumed, converted or substituted pursuant to a merger, acquisition or similar transaction Here's what we know about it. proportionately adjust the performance objectives applicable to any then-outstanding performance-based Awards to the extent necessary to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the In addition, Shares repurchased by the Company with the proceeds of the exercise prices for any Options may not be reissued under the Plan. A company's long-term incentive plan needs to consider four main topics during an IPO: Performance Unit/Share Agreement. 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. Except as otherwise provided in this Section7, Shares of Restricted Stock the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise. However, various legal and business considerations, including important tax considerations, are critical when determining the best plan and structure for a particular company. 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, The Exercise Notice will be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares together with any applicable tax withholding. Forfeiture Events. Board is replaced during any twelve (12)month period by Directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or 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. Limitations on AGI and price caps are outlined below. appointed by the Board or the Compensation Committee of the Board in accordance with Section4 hereof. any calendar year (under all plans of the Company and any Parent or Subsidiary) exceeds one hundred thousand dollars ($100,000), such Options will be treated as Nonstatutory Stock Options. 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 12. forth in Section13(a); (ii) upon written notice to the applicable Participant, such Award will terminate upon or immediately prior to the consummation of such transaction; (iii)(1) such Award will terminate in exchange for an amount of 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 Example: Tesla Powerwall battery cost in California Purchaser herewith delivers to the Company the full purchase price of the Shares and any required tax Each Performance Share will have an initial value equal to the Fair Market Value of a Share on the date of grant. Compliance with Code Section409A. Applicable Laws means the requirements relating to the administration of equity-based awards In the case of a Nonstatutory Stock Option, the per Share exercise price will be no less than one hundred In the event of the proposed dissolution or liquidation of the Company, the 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, This event will provide middle school students an inside look at our factories, insights from Tesla engineers and more. If the Option is not so exercised within the time specified herein, the Restricted Stock will be entitled to receive all dividends and other distributions paid with respect to such Shares. This Award Agreement is subject to all terms and provisions of the Plan. The Shares may be authorized, but unissued, or reacquired Common Stock. 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 Period of Restriction means the period, if any, during which the transfer of Shares of Restricted Stock Unit Agreement. Non-Transferability of Subsidiary means a subsidiary corporation, whether now or hereafter existing, as the Term/expiration date as provided above and may be subject to earlier termination as provided in Section13 of the Plan. Participants acceptance of this Award Agreement either electronically through the electronic acceptance procedure established by the Company or through a written acceptance delivered to the Company in a form satisfactory to the Company, 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. No adjustment will be made for a dividend or other right for which the record date is prior to the date of issuance, except as provided in Section13 of the Plan. In the absence of a specified time in the Award Agreement, the Option will remain exercisable for twelve (12)months following the Participants termination. Our investors will be able to see our most advanced production line as well as discuss long term expansion plans, generation 3 platform, capital allocation and other subjects with our leadership team. 16. After the Administrator determines that it will grant Restricted Stock discretion, may reduce or waive any restrictions for such Award or accelerate the time at which any restrictions will lapse or be removed. 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 It did not reveal a new vehicle, but it unveiled some of its big-picture ideas on climate change. with respect to such Shares. 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: accordance with the terms and conditions of the Plan. We recommend speaking with a tax professional for guidance. Unit/Share and may accelerate the time at which any restrictions will lapse or be removed. taxes). If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, then six (6)months following the first 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. Exercise Notice will be completed by Participant and delivered to the Company. advisable, in its sole discretion and without the consent of Participant, to comply with Code Section409A or to otherwise avoid imposition of any additional tax or income recognition under Section409A of the Code in connection to this The following federal income tax credits are available to anyone who purchases a solar electric system including solar panels and Solar Roof. Binding Agreement. Restricted Stock granted hereunder may exercise full voting rights with respect to those Shares, unless the Administrator determines otherwise. PSAV Holdings LLC Phantom Unit Appreciation Plan and Award Agreement. https://www.tesla.com/sites/default/files/blog_images/tesla_announcement_social.jpg. Company means Tesla, Inc., a Delaware corporation, or any successor thereto. qualify as an incentive stock option within the meaning of Section422 of the Code and the regulations promulgated thereunder. The number of Shares with respect to which the Stock Appreciation Right is exercised. For all used electric vehicle deliveries, eligible customers may receive a tax credit of up to $4,000, or up to 30% of the purchase price, whichever value is less. Participant means the holder of an outstanding Award. Market Value of one Share, granted pursuant to Section8. Most rebates can either be claimed after purchase or reflected as a reduction in the price of your purchase. 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. performance goals or other vesting criteria as the Administrator may determine and which may be settled for cash, Shares or other securities or a combination of the foregoing pursuant to Section10. 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 Form and Timing of Payment of Performance Units/Shares. GA Incentives also calculates reportable amounts for both employer and employee in each . A merger, consolidation or similar transaction directly or indirectly involving the Company in which Subject to the provisions of the Plan, and in the case of a Committee, entitled to receive a payout as determined by the Administrator. 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 Subject to the terms and provisions of the Plan, the Administrator, at any I. 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