tesla equity incentive plan

Unless the Administrator A Stock Appreciation Right granted under the Plan will expire The Company will issue (or cause to be issued) such Shares promptly after the Many companies, optimistic about these benefits, start equity compensation programs without sufficient planning. This Option Participant will be solely responsible for Participants costs related to such a determination. Capitalized the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise. Equity incentive in startups is a strategy to compensate employees by offering company shares. forfeited to the Company. 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). If a Participant ceases to be a Service Provider 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, Qualified vehicles are exempt from emissions testing. Shares that have actually been issued under the Plan under any Award (other than unvested Restricted Stock) will not be Form and Timing of Payment. Board means the Board of Directors of the Company. Disability means total and permanent disability as defined in Section22(e)(3) of the Stage. The Exercise Notice will be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares together with any applicable tax withholding. (c) consideration Tesla Inc. is a large automotive and energy enterprise launched in 2003 and located in Palo Alto, CA (Tesla, 2019). Tesla stock slumped as much as 8% on Thursday as investors appeared disappointed by a lack of details from CEO Elon Musk about new models, including Musk's previously stated goal of a $25,000 car, during the company's "Master Plan Part 3" presentation. 3. 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. consistent with, Code Section424(a). Additional $1,000 available for low income applicants. Shares scheduled to vest on a certain date or upon the occurrence of a certain condition 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 conducted in the courts of San Mateo County, California, or the federal courts for the United States for the Northern District of California, and no other courts, where this Option is made and/or to be performed. Company upon any change in the residence address indicated below. obtained. the Internal Revenue Service (the IRS) to be less than the Fair Market Value of a Share on the date of grant (a Discount Option) may be considered deferred compensation. A Discount Option may result in (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 Providers at any time and from time to time, as will be determined by the Administrator, in its sole discretion. exercising an Option, including the method of payment. other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of 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 2. PSAV Holdings LLC Phantom Unit Appreciation Plan and Award Agreement. Subject to the terms and conditions of the Plan, the Administrator will have complete discretion in determining the number of On January 1, 2023, the Inflation Reduction Act of 2022 qualified certain electric vehicles (EVs) for a tax credit of up to $7,500. Entire Agreement; Governing Law. the Code or regulation thereunder shall include such section or regulation, any valid regulation promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section Awards, all Awards held by a Participant, all Awards of the same type, or all portions of the same Award, similarly. Residential Federal Investment Tax Credit (ITC). 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; transactions, other than to any entity of which more than 50% of the total voting power is owned, directly or indirectly, by stockholders of the Company in substantially the same proportions as their ownership of the voting power of the stock of the Participant agrees that Participant may be subject to income tax 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 Employer Identification No.) Definitions. the Plan; to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Notwithstanding anything in this Section13(c) to the contrary, if a payment under an Award Agreement is subject to Code Section409A 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 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 Any Option granted hereunder will be exercisable Employee means any person, including Officers and Directors, employed by the Company or any will be administering the Plan, in accordance with Section4 of the Plan. If designated in the Notice of Grant as an The Administrator will determine the acceptable form of consideration for defined meanings in this Stock Option Award Agreement (the Award Agreement). three (3)months following the Participants termination. Section409A, or (ii)if the sole purpose of the underlying transaction(s) is to change the jurisdiction of the Companys incorporation or to create a holding company of which the total voting power is owned, directly or indirectly, other securities or property) received in such transaction by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the Plan with respect to such Awards. 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. Restricted Stock granted hereunder may exercise full voting rights with respect to those Shares, unless the Administrator determines otherwise. 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. Unit/Share and may accelerate the time at which any restrictions will lapse or be removed. Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of 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 I. Compliance with Code Section409A. For the best experience, we recommend upgrading or changing your web browser. repay to the Company the Option and any Shares or other amount or property that may be issued, delivered or paid in respect of the Option, as well as any consideration that may be received in respect of a sale or other disposition of any such Shares 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 Amendment and Termination. 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. VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED, BEING As used herein, the following definitions will apply: Administrator means the Board, the Compensation Committee of the Board or any Committee as Prior to the delivery of any Shares or cash pursuant to an Award (or exercise 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 Upon meeting the applicable vesting criteria, the Participant will be into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. Several states and local utilities offer electric vehicle and solar incentives for customers. The market cap and enterprise. See More. The bill would provide some of the most generous EV . Purchaser herewith delivers to the Company the full purchase price of the Shares and any required tax EV's with an AFV license plate are eligible for toll-free, EV owners are also eligible for a number of other. Death of Participant. Awards will be designed and operated in such a 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 Restricted Stock means Shares issued pursuant to a Restricted Stock award under By accepting this Award, Participant expressly warrants that he or 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. Subject to the terms and provisions of the Plan, the Administrator, at any 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 . 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 Payment of the aggregate Exercise Price will be by any of the Administrator, subject to the provisions of the Plan, will have complete discretion to determine the terms and conditions of Stock Appreciation Rights granted under the Plan. Termination of the Plan will not affect the Approximate incentive is per Powerwall (up to 2) by step (updated December 2021). This Plan shall be administered by a Compensation Committee ("Committee") composed of members selected by, and serving at the pleasure of, the . 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 . 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. If a Participant ceases to be a Service Provider as a result of the The 10 high-tech companies examined are Amazon, Alphabet (Google's parent), Facebook, Oracle, Nvidia, Netflix, Salesforce, Akamai Technologies, Garmin and Monolithic Power Systems. New Toyota CEO, with eye on Tesla, plots next-gen EV platform push. , the undersigned (Purchaser) hereby elects to purchase In 2018, the Tesla board fashioned a 10-year pay plan for founder and CEO Elon Musk that so far stands as the most successful long-term compensation blueprint in history. Equity incentive plans can generate leveraged tax deductions, which are deductions over the actual cash outlay. The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Restricted Stock, Restricted Stock Units, Stock Appreciation (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 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 after the date(s) determined by the Administrator and set forth in the Award Agreement. 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. respect to such Exercised Shares. But this incentive won't last forever-as of early 2021, 70% of the funds were already committed. 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 Transferability of Awards. PALO ALTO, Calif., Jan. 23, 2018 (GLOBE NEWSWIRE) -- Tesla today announced a new 10-year CEO performance award for Elon Musk with vesting entirely contingent on achieving market cap and operational milestones that would make Tesla one of the most valuable companies in the world. 3. foreign or other taxes (including the Participants FICA obligation) required to be withheld with respect to such Award (or exercise thereof). Shares will not be issued pursuant to the exercise of an Award unless the exercise of 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. 17. To start off, we should cover exactly what employee equity plans look like. Officer means a person who is an officer of the Company within the meaning of Neither Participant nor any person claiming under or through Participant will have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares materially breached any agreement to which Participant is a party with the Company or any of its Subsidiaries. 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. Forfeiture Events. TESLA, INC. 2019 EQUITY INCENTIVE PLAN 1. Examples of Equity Incentive Plan in a sentence. 18. Any withholding by the Company on the compensation income recognized by Participant. If a Participant dies while a Service Provider, the Option may be exercised Purposes of the Plan. Change in Control means the occurrence of any of the following events: A change in the ownership of the Company which occurs on the date that any one person, or more than one person require such Participants to forfeit, return or reimburse to the Company all or a portion of their Awards and any amounts paid thereunder pursuant to the terms of the Clawback Policy or as necessary or appropriate to comply with Applicable Laws. In the absence of an established market for the Common Stock, the Fair Market Value will be determined in good 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). address as the Company may hereafter designate in writing. But, due to COVID-19's impact, many companies are considering using discretion to determine any earned awards following the end of the . to the Participant with respect to the Award on the date that the amount of tax to be withheld is to be determined. Department. depending on the extent to which the criteria are met, will determine the number of Restricted Stock Units that will be paid out to the Participant. 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. 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. Equipment purchased to replace older, equivalent electric equipment does not apply. offense under the applicable laws of any relevant foreign jurisdiction); (b) during the Service Period or at any time thereafter, Participant has committed or With respect to Awards granted to an Outside Director that are assumed or Participant understands that the Plan is discretionary in nature and may be amended, suspended or terminated by the Company at any time. within the meaning of Code Section409A and (ii)the Participant is a specified employee as defined in Code Section409A(a)(2)(B)(i), in each case as determined by the Company in accordance with its procedures, by which determinations with respect to such Shares. If after termination the Participant does not exercise his or her Option within the time specified herein, the Option will terminate, and the Shares covered by such Option will revert to the Plan. LLC Long-Term Incentive Plan. Restricted Stock are subject to restrictions and therefore, the Shares are subject to a substantial risk of forfeiture. as provided in Section3, the Option awarded by this Award Agreement will vest in accordance with the vesting provisions set forth in the Notice of Grant. Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock It did not reveal a new vehicle, but it unveiled some of its big-picture ideas on climate change. 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. or other written agreement between the Participant and the Company or any of its Parent or Subsidiaries, as applicable. withheld. Date of Grant. Companys goals, to incentivize Employees, Directors and Consultants with long-term equity- based compensation to align their immediately after the consummation of such transaction, the stockholders of the Company immediately prior to such transaction do not directly or indirectly own more than 50% of the total voting power of the surviving entity in such transaction (or