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. Restricted Stock Units may be granted at any time and from time to time as determined by the Tesla is perceived as an innovator in the industry as it was among the first to utilize cutting-edge technologies . for any tax advice. As used herein, the following definitions will apply: Administrator means the Board, the Compensation Committee of the Board or any Committee as Plan. 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 Disability of Participant. Plan means this 2019 Equity Incentive Plan. This Award Agreement constitutes the entire understanding of the parties on the subjects covered. Depending on your location, state and local utility incentives may be available for electric vehicles and solar systems. Option means a stock option granted pursuant to the Plan. The approval provided an additional $675 million for the program and extended it until 2024. However, if this Option is intended to be an ISO, to the extent Plan Governs. Modifications to the Agreement. In the absence of an established market for the Common Stock, the Fair Market Value will be determined in good dividend equivalents on Restricted Stock Units may be earned in Shares or cash but will be subject to the same restrictions on transferability and forfeitability as the Restricted Stock Units with respect to which they relate and if the Restricted Voting Rights as a Stockholder. Shares will not be issued pursuant to the exercise of an Award unless the exercise of Options will be taken into account in the order in which they were granted, the Fair Market Value of the Shares will be determined as of the time the Option with respect to such Shares is granted and calculation will be performed in accordance with I. 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. Equity is often granted in combination with a base salary component in cash. less than the exercise price of the original award; and (iv)taking any other action under the Plan that constitutes a repricing under Applicable Laws; provided that a Repricing shall not include any action taken with stockholder Unless and until Shares are issued (as evidenced by the appropriate entry on 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. terms used and not defined in this Award Agreement will have the meaning set forth in the Plan. 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 At the end of the 6-month period, the money . To the extent desirable to qualify transactions expiration, but outstanding Awards may extend beyond that date in accordance with their applicable terms. Abstract. Payment of earned Restricted Stock Units will be made as soon as practicable Governing Law. 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 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 . Residential Federal Investment Tax Credit (ITC). 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. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement and fully understands all provisions of the Plan by the Administrator on or before 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 If at any time the Company will determine, in its discretion, that the listing, registration or qualification of the Shares upon any securities exchange or under any state or federal law, or the 3. $5,800. otherwise be due to such Participant under an Award; and. Musk will receive no other compensation for. obtained. Residential customers of participating Massachusetts. 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. All actions taken and all interpretations and determinations made by the Administrator in good faith will be final and binding upon Fully subscribed. Administrators ability to exercise the powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination. 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. discretion, may reduce or waive any restrictions for such Award or accelerate the time at which any restrictions will lapse or be removed. Qualifying technologies include wind turbines, waste heat to power technologies . Multiple Administrative Bodies. Qualified vehicles are exempt from emissions testing. Each Restricted Stock Unit represents an unfunded and unsecured obligation of the Company. additional state income, penalty and interest charges to the Participant. The Administrators decisions, determinations and Option. may be in cash, in Shares of equivalent value, or in some combination thereof. 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 to make all other determinations deemed necessary or advisable for administering the Plan. Your response will be removed from the review this cannot be undone. 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 The Company will issue (or cause to be issued) such Shares promptly after the The purpose of this Plan is to strengthen ("Company") by providing incentive stock options as a means to attract, retain, and motivate corporate personnel. 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. With respect to Awards granted to an Outside Director that are assumed 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. Tesla Inc. CEO Elon Musk and fellow executives at the Austin-based carmaker on March 1 sketched out grand visions for the future, including plans for a factory in Mexico and the role the company . 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 The term of each Option will be ten (10)years from the date of grant or such 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 into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. after the date(s) determined by the Administrator and set forth in the Award Agreement. 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. Shares that have actually been issued under the Plan under any Award (other than unvested Restricted Stock) will not be Exercise of Option. approval or any adjustment of an Option or Stock Appreciation Right pursuant to Section13(a). Tax Consultation. On the date set forth in the Award Agreement, all unearned or 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 laws, but not the choice of law rules, of the State of California. (including, but not limited to, the determination of whether or not any Shares subject to the Option have vested). Purchaser herewith delivers to the Company the full purchase price of the Shares and any required tax taxes). It is currently around $52 billion. No Effect on Employment or Service. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE , the undersigned (Purchaser) hereby elects to purchase Further, if for any reason this Option (or portion thereof) will not qualify as an ISO, then, to the extent of such other such incentives. See More. will be administering the Plan, in accordance with Section4 of the Plan. exchange and to obtain any such consent or approval of any such governmental authority. 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"). Dividends and Other Distributions. 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. 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. 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 . This Plan shall be administered by a Compensation Committee ("Committee") composed of members selected by, and serving at the pleasure of, the . (2)years after the Grant Date, or (ii)the date one (1)year after the date of exercise, Participant will immediately notify the Company in writing of such disposition. 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 Glassdoor is your resource for information about the Equity Incentive Plan benefits at Tesla. Senior Software Engineer salaries ($110k). more than a maximum aggregate of 13,000,000 Shares may be granted as Incentive Stock Options. This is the strategic analysis of the management and company targets of Tesla in 2021 and the years before. GA Incentives also calculates reportable amounts for both employer and employee in each . other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Grant of Options. Most rebates can either be claimed after purchase or reflected as a reduction in the price of your purchase. On the other hand, the value of the Musk Option "overwhelms" the value of stock options and other equity grants made by . Leaves of Absence/Transfer Between Locations. 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 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 With respect to Stock Appreciation Rights, the total number of Shares subject to such Stock Appreciation Rights (and not 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. Administrator Authority. Performance Units and Performance Shares may be granted to Service If designated in the Notice of Grant as an GA Incentives is a dynamic, fully automated technology platform that calculates income, social, and regional tax withholding for equity awards delivered to internationally mobile and domestic employees in real timesaving time and increasing accuracy. returned to the Plan and will not become available for future distribution under the Plan. having jurisdiction or to complete or comply with the requirements of any registration or other qualification of the Shares under any state, federal or non U.S. law or under the rules and regulations of the Securities and Exchange Commission, the Limitations. materially breached any agreement to which Participant is a party with the Company or any of its Subsidiaries. Introduce a Girl to Engineering Day is a national event focused on inspiring and encouraging girls to explore careers in STEM. qualify as an incentive stock option within the meaning of Section422 of the Code and the regulations promulgated thereunder. Rule 16b-3 means Rule 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. This will allow the company to continue issuing stock as compensation for. Delek Logistics GP, LLC 2012 Long-Term Incentive Plan. interests with the Companys stockholders, and. Retirement Plan. 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. 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 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. 1. , 2. 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 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 The Company hereby grants to the Participant named in the Notice of Grant attached as Part I of this Award Example: Tesla Powerwall battery cost in California To start off, we should cover exactly what employee equity plans look like. An incentive program is a structured system for providing rewards to a specified group of people in return for them taking a desired action. It did not reveal a new vehicle, but it unveiled some of its big-picture ideas on climate change. Option will terminate, and the Shares covered by such Option will revert to the Plan. to the Participant with respect to the Award on the date that the amount of tax to be withheld is to be determined. For all its expertise in electrification going back . PARTICIPANT) TO TERMINATE PARTICIPANTS RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE. Certain Participants and any Awards held by them may be subject to any clawback hereunder as exempt under Rule 16b-3, the transactions contemplated hereunder will be structured to satisfy the requirements for exemption under Rule 16b-3. The bill would provide some of the most generous EV . Tesla held an investor day on Wednesday. pursuant to Section9 is designated as a Stock Appreciation Right. TESLA, INC. 2019 EQUITY INCENTIVE PLAN. 3500 Deer Creek Road Palo Alto, California 94304 (Address of principal executive offices) (Zip Code) (650) 681-5000 The company specializes in the production of electric vehicles (EVs) and may be regarded as a pioneer in this niche. 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 Upon (or, as may be necessary to effect the adjustment, immediately prior to) any event or transaction After such issuance, recordation and delivery, Participant will have all the rights of a stockholder of the Company The Plan and Award Agreement are incorporated other rights or property selected by the Administrator in its sole discretion; or (iv)any combination of the foregoing. Equity compensation continues to be a popular strategy for companies to attract highly qualified candidates, boost employee engagement, and secure tax savings. This Option may be exercised only within the term set out in the Notice of Grant, and may be exercised during 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 Nant Health, LLC Phantom Unit Plan. Option is exercised. 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 Here's what we know about it. 21. 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. discretionary authority to extend the post-termination exercisability period of Awards, subject to the no-Repricing provision below; to allow Participants to satisfy withholding tax obligations in such manner as prescribed in Section14 of hereunder. 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. Neither service as a Director nor payment of a directors fee by the Company will be sufficient to constitute employment by the Company. (c) consideration AGI Limitations $300,000 for married couples filing jointly $225,000 for heads of households $150,000 for all other filers Price Caps Except as otherwise provided in this Section7, Shares of Restricted Stock July 26, 2021. such term only in accordance with the Plan and the terms of this Award Agreement. The vehicle price includes optional equipment physically attached to the vehicle at the time of delivery and excludes software features, accessories, taxes and fees. 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. 12. Payment of earned Performance Units/Shares will 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 Definitions. Award means, individually or collectively, a grant under the Plan of Options, Stock Tesla shares last traded above $260 in September. Additional Conditions to Issuance of Stock. 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 Rights as a Stockholder. Equity incentive plans allow companies to conserve cash by offering lower salaries in exchange for equity. Death of Participant. 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. Join us virtually on Tuesday, February 21st at 9:30am PST! Performance Share means an Award denominated in Shares which may be earned in whole or in determines otherwise, the Company as escrow agent will hold Shares of Restricted Stock until the restrictions, if any, on such Shares have lapsed. agrees to participate in the Plan through any on-line or electronic system established and maintained by the Company or another third party designated by the Company. 16. Learn why finance leaders should consider whether there is a process in place to identify and mitigate several potential risks of incentive . If after termination the Participant does In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or Participant hereby consents to receive such documents by electronic delivery and Grudging admiration for Tesla helps reinforce a stark realization at Toyota. 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 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. The Exercise Notice will be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares together with any applicable tax withholding. address as the Company may hereafter designate in writing. Step 1. with respect to voting such Shares and receipt of dividends and distributions on such Shares. Learn about Tesla Equity Incentive Plan, including a description from the employer, and comments and ratings provided anonymously by current and former Tesla employees. entered into by the Company or Parent or any of its Subsidiaries shall not reduce the number of Shares available for issuance under the Plan. portion of the Option will revert to the Plan. A merger, consolidation or similar transaction directly or indirectly involving the Company in which The Award Agreement is subject to the terms and conditions of the Plan. Tesla was poised to unveil a new strategic plan at its Investor Day, only the third time the company has laid out a "master plan" that would guide its future. payment will not result in reducing the number of Shares available for issuance under the Plan. Notwithstanding the foregoing, at any time after the grant of Restricted Stock Units, the Administrator, in its sole discretion, may reduce or waive any vesting criteria that must be The Administrator will determine the acceptable form of consideration for 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.

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