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 It did not reveal a new vehicle, but it unveiled some of its big-picture ideas on climate change. The Award Agreement is subject to the terms and conditions of the Plan. 2. 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. What's going on at Tesla? During any Period of Restriction, Service Providers holding Shares of Neither the Plan nor any Award will confer upon a Participant any 9. The Administrator may set vesting criteria based upon the achievement of Company-wide, divisional, Equity is often granted in combination with a base salary component in cash. other than upon the Participants termination as the result of the Participants death or Disability, the Participant may exercise his or her Option within such period of time as is specified in the Award Agreement to the extent that the (c) Code Section409A. Providers may administer the Plan. 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 acting as a group (Person), acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than fifty percent (50%) of the total voting power of the stock of the Company; Method of Payment. 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 or property, if the Company reasonably determines that one or more of the following has occurred: (a) during the period of Incentive Stock Option (ISO), this Option is intended to qualify as an ISO under Section422 of the Internal Revenue Code of 1986, as amended (the Code). At the time an Option is granted, the Administrator will fix the Energy storage paired with solar systems are considered qualified expenditures eligible for the tax credit. 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. This Award Agreement constitutes the entire understanding of the parties on the subjects covered. Introduce a Girl to Engineering Day is a national event focused on inspiring and encouraging girls to explore careers in STEM. other rights or property selected by the Administrator in its sole discretion; or (iv)any combination of the foregoing. See More. Exercise Price and Other Terms. 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 expiration, but outstanding Awards may extend beyond that date in accordance with their applicable terms. Residential Federal Investment Tax Credit (ITC). The Administrators decisions, determinations and Rights, Performance Units and Performance Shares. Disqualifying Disposition of ISO Shares. To the extent it has not been previously exercised, an Award will terminate immediately prior to the consummation of such 5. Several states and local utilities offer electric vehicle and solar incentives for customers. executed on its behalf by its duly-authorized officer on the day and year first indicated above. They're often surprised to discover the nuanced . 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 . 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. or Stock Appreciation Right. 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. Cancellation. 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. For purposes of this Section6(c), Incentive Stock No Guarantee of Continued Service. Estimated Rebate Value. binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto. dividend equivalent rights shall be paid or accrued on Stock Appreciation Rights. 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, defined in Code Section424(f). Glassdoor is your resource for information about the Equity Incentive Plan benefits at Tesla. Exercise Notice will be completed by Participant and delivered to the Company. Many states also offer non-cash incentives for electric vehicles, such as carpool lane access and free municipal parking. The Plan and each Award Agreement under the Plan is intended to meet the requirements of Code Section409A and will be construed and interpreted in 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. Termination of Relationship as a Service Provider. Grant of Option. Companys goals, to incentivize Employees, Directors and Consultants with long-term equity- based compensation to align their GA Incentives also calculates reportable amounts for both employer and employee in each . 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. 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. The Administrator will set vesting criteria in its discretion, which, exercising an Option, including the method of payment. Outside Director Awards. Parent or Subsidiary of the Company. Background of company stock units, RSUs and RSAs. 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. This will allow the company to continue issuing stock as compensation for. Except as otherwise provided in this Section7, Shares of Restricted Stock Pension Plan. Performance Objectives and Other Terms. In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or 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 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. The purchase price for the Shares will be per share, as required by the Award Agreement. Calculating sales-based incentives. 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 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 vesting provisions (including, without limitation, continued status as a Service Provider) in its discretion which, depending on the extent to which they are met, will determine the number or value of Performance Units/Shares that will be paid out offense under the applicable laws of any relevant foreign jurisdiction); (b) during the Service Period or at any time thereafter, Participant has committed or 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. 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 Find state and local-specific incentives available in your area. Company or any of its Parent or Subsidiaries, as applicable. Dividends and Other Distributions. (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 Incentives listed here are provided for your convenience and should not be considered an absolute and complete list and is not a guarantee of your personal eligibility or the incentives availability. 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 In the absence of a specified time in the Award Agreement, the Option will remain exercisable for twelve (12)months following the Participants termination. If a Participant ceases to be a Service Provider 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 Stage. Definitions. For purposes of this clause (ii), if Grant of Restricted Stock. Service Provider means an Employee, Director or Consultant. Many companies, optimistic about these benefits, start equity compensation programs without sufficient planning. Vesting Criteria and Other Terms. 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 The Board may at any time amend, alter, suspend or terminate the Plan Each Performance Share will have an initial value equal to the Fair Market Value of a Share on the date of grant. It is currently around $52 billion. The bill would provide some of the most generous EV . These programs are subject to change or end at any time, and are outside of Teslas control. 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 Employer Identification No.) be subject to such Performance Units/Shares. As Randall Chase of the Associated Press reports,. Each Award of Performance Units/Shares will be evidenced by an Award 11. Qualified vehicles are exempt from emissions testing. 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. Rule 16b-3. No member of the Administrator will be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Award Agreement. Common Stock means the common stock of the Company. Any Option granted hereunder will be exercisable subject to all of the terms and conditions in this Award Agreement and the Plan, which is incorporated herein by reference. the Participant (through accepting the Award) agrees that he or she is bound, such portion of the payment, compensation or other benefit shall not be paid before the day that is six months plus one day after the date of separation from In taking any of the actions permitted under this Section13(c), the Administrator will not be obligated to treat all Musk won't get the. Reduces employee turnover other such incentives. Providers at any time and from time to time, as will be determined by the Administrator, in its sole discretion. 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. the Shares that may be subject to such Restricted Stock Units. In addition, Shares repurchased by the Company with the proceeds of the exercise prices for any Options may not be reissued under the Plan. 2. 3500 Deer Creek Road Palo Alto, California 94304 (Address of principal executive offices) (Zip Code) (650) 681-5000 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 purchase or disposition of the Shares. 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. Notwithstanding the forgoing, in no event may this Option be exercised after The majority of the funds were funneled into the newest section of SGIP - The Equity Resiliency Budget. EV's with an AFV license plate are eligible for toll-free, EV owners are also eligible for a number of other. For the purposes of this subsection (c), Procedure for Exercise; Rights as a Stockholder. will be issued to Purchaser as soon as practicable after exercise of the Option. . Such restrictions may be based on the passage of time, the achievement of target levels of performance, or the occurrence of 2. 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. All actions taken and all interpretations and determinations made by the Administrator in good faith will be final and binding upon 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. If a Participant dies while a Service Provider, the Option may be exercised objectives or other vesting provisions have been achieved. Participant. other events as determined by the Administrator. Argentina Australia Belgi (Nederlands) Belgique (Franais) Brasil Canada (English) At the end of the 6-month period, the money . 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. AGI Limitations $300,000 for married couples filing jointly $225,000 for heads of households $150,000 for all other filers Price Caps Unless otherwise The per share exercise price for the Shares that will determine the 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, For the best experience, we recommend upgrading or changing your web browser. 20. unvested Performance Units/Shares will be forfeited to the Company, and again will be available for grant under the Plan. Effect of Administrators Decision. If the Administrator makes The Company will make all reasonable efforts to meet the requirements of any such state or federal law or securities necessary and desirable to comply with Applicable Laws. 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 to the Service Providers. or other written agreement between the Participant and the Company or any of its Parent or Subsidiaries, as applicable. into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. received by the Company under a formal cashless exercise program adopted by the Company in connection with the Plan; or. What Equity Incentive Plan benefit do Tesla employees get? Exercising an Option in any manner will decrease the number of Shares thereafter available, both for They also indicate that Mr. Musk did not accept the salary.) this Award Agreement. Company means Tesla, Inc., a Delaware corporation, or any successor thereto. TERMS AND CONDITIONS OF STOCK OPTION GRANT. 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 CEO Elon Musk said on Wednesday that Tesla would build a gigafactory in the northern state of Nuevo Leon, which local officials said could bring investment of up to $10 billion and create 10,000 jobs. Agreement (the Participant) an option (the Option) to purchase the number of Shares, as set forth in the Notice of Grant, at the exercise price per Share set forth in the Notice of Grant (the Exercise Price), The following models currently qualify for federal tax credits for eligible buyers who meet AGI limitations: Price caps set by the federal government are subject to change. 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, provisions applicable to each Award granted under the Plan. Residential customers of participating Massachusetts. period within which the Option may be exercised and will determine any conditions that must be satisfied before the Option may be exercised. We design and implement broad-based and executive-level equity compensation plans, including incentive stock option and nonqualified stock option plans, restricted stock and restricted stock unit awards, performance shares, and stock appreciation rights plans, as well as employee stock ownership plans. 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 foreign or other taxes (including the Participants FICA obligation) required to be withheld with respect to such Award (or exercise thereof). The aggregate of any payments that otherwise would have been paid to the Participant during the Performance Units and Performance Shares may be granted to Service Governing Law. Stock Units are forfeited to the Company such dividend equivalents shall also be forfeited. Subject to the provisions of the Plan, and in the case of a Committee, may be in cash, in Shares of equivalent value, or in some combination thereof. engaged in a breach of confidentiality, or an unauthorized disclosure or use of inside information, customer lists, trade secrets or other confidential information of the Company or any of its Subsidiaries; (c) during the Service Period or at any time thereafter, Participant has committed or engaged in an act of theft, embezzlement or fraud, or respect to such Exercised Shares. under the Plan. For example, some programs have an allocated budget or submission deadline after which the program will end. Each Restricted Stock Unit represents an unfunded and unsecured obligation of the Company. (a) Right to Exercise. Administrator Authority. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be Fair Market Value means, as of any date, the value of Common Stock determined as follows: If the Common Stock is listed on any established stock exchange or a national market system, including without 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. 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 5. The Company makes no representations or warranty and shall have no liability to the Participant or any other Lpez Obrador said Mexico wouldn't match any U.S. subsidies to win the Tesla plant, referring to U.S. incentives under the 2022 Inflation Reduction Act. Exchange Act means the Securities Exchange Act of 1934, as amended. such number of Shares as will be sufficient to satisfy the requirements of the Plan. on Performance Units/Shares may be earned in Shares or cash but will be subject to the same restrictions on transferability and forfeitability as the Performance Units/Shares with respect to which they relate, and if the Performance Units/Shares are 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 After the applicable Performance Period has ended, the holder of 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 Administrator Discretion. Notwithstanding the generality of the foregoing, in the event of a merger, consolidation or similar transaction directly or indirectly 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. non-discriminatory standards adopted by the Administrator from time to time. the Plan. made in a manner that satisfies applicable legal, tax (including, without limitation and as applicable in the circumstances, Code Sections 424 and 409A) and accounting (so as to not trigger any charge to earnings with respect to such adjustment) Exhibit 4.4. 8. TESLA, INC. 2019 EQUITY INCENTIVE PLAN. The structure is. Committee means a committee of Directors or of other individuals satisfying Applicable Laws combination of the foregoing methods of payment. 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 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 PSAV Holdings LLC 2014 Management Incentive Plan (Profits . Participating MLPs include Groton, Ipswich, Marblehead, Sterling, Shrewsbury, South Hadley, Wakefield and West Boylston. Purchaser understands that Purchaser may suffer adverse tax consequences as a result of Purchasers 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 Earning of Performance Units/Shares. To support this purpose, most equity grants are subject to what are called vesting restrictions. Performance Units and Performance Shares. The Administrator, in its sole discretion, may pay earned 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. Delek Logistics GP, LLC 2012 Long-Term Incentive Plan. Administrator in accordance with the terms and conditions of the Plan. The total cost is exclusive of taxes and fees at time of delivery. Find state and local-specific incentives available in your area. Stockholder Approval. a part of this document. (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 A Tesla proposal to approve the Tesla, Inc. 2019 Employee Stock Purchase Plan ("Proposal Three"). The Administrator, in its sole discretion, may impose such other restrictions on 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. In the case of a Nonstatutory Stock Option, the per Share exercise price will be no less than one hundred Payment of earned Restricted Stock Units will be made as soon as practicable 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. 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 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). 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 Option Agreement. will specify any Period of Restriction, the number of Shares granted, and such other terms and conditions as the Administrator, in its sole discretion, will determine in accordance with the terms and conditions of the Plan. In the absence of a specified time in the Award Agreement, the Option will remain exercisable for twelve (12)months following Participants death.