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. In the absence of a specified time in the Award Agreement, the Option will remain exercisable for twelve (12)months following the Participants termination. Then, in 2018, Tesla announced it was planning to cut another 9% of its 46,000-person workforce, citing the "normal ebb and flow of hiring and firing in a business." Tesla stands out amongst its tech star peers for a less cushy approach to performance management process. Executive & Equity Compensation | Seyfarth Shaw LLP Tesla Stock: Incentives Matter (NASDAQ:TSLA) | Seeking Alpha 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. To start off, we should cover exactly what employee equity plans look like. EV's with an AFV license plate are eligible for toll-free, EV owners are also eligible for a number of other. transfer agent of the Company) of the Shares, no right to vote or receive dividends or any other rights as a stockholder will exist with respect to the Shares subject to the Option, notwithstanding the exercise of the Option. 1. 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. 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 defined in Code Section424(f). 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. Appreciation Rights granted to any Service Provider. Date of Grant. These programs are subject to change or end at any time, and are outside of Teslas control. During any Period of Restriction, Service Providers holding Shares of 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 Companys goals, to incentivize Employees, Directors and Consultants with long-term equity- based compensation to align their Your response will be removed from the review this cannot be undone. Notwithstanding the foregoing provisions of Plan. 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. (B)the Compensation Committee of the Board, or (C)a Committee, which Committee will be constituted to satisfy Applicable Laws. If an Award expires or becomes unexercisable without having been exercised in full or, At the time an Option is granted, the Administrator will fix the 15. 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. 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 Purchaser herewith delivers to the Company the full purchase price of the Shares and any required tax A Willis Towers Watson flash survey of nearly 700 companies completed in mid-May found that most companies are maintaining their previously approved annual and long-term incentive plan goals for now. the Fair Market Value of a Share will be the mean between the high bid and low asked prices for the Common Stock on the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable; or. 4. under the Plan. with respect to voting such Shares and receipt of dividends and distributions on such Shares. Participant. may be subject to such Stock Appreciation Rights. The Units under the Plan, it will advise the Participant in an Award Agreement of the terms, conditions, and restrictions related to the grant, including the number of Restricted Stock Units. Any 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. 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. 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. Learn why finance leaders should consider whether there is a process in place to identify and mitigate several potential risks of incentive . For the full list of the current requirements, review the IRS website. 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 Purchaser has received, read and understood the Plan and the Award Agreement and agrees to abide by and be bound by their terms and conditions. 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. Tesla - Equity Resiliency - SCE | Tesla Motors Club business unit, or individual goals (including, but not limited to, continued employment), applicable federal or state securities laws, or any other basis determined by the Administrator in its discretion. View additional details on eligibility and redemption. 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. 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 Stage. 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 . Otherwise, the The Administrator will set any performance objectives or other 2. Units, Performance Shares and Performance Units may be granted to Service Providers. (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 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. it may specify from time to time, may permit a Participant to satisfy such tax withholding obligation, in whole or in part by (without limitation)(i) paying cash, (ii)electing to have the Company withhold otherwise deliverable cash or Shares used to pay the exercise price of an Award or to satisfy the tax withholding obligations related to an Award will not become available for future grant 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 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 Neither service as a Director nor payment of a directors fee by the Company will be sufficient to constitute employment by the Company. At the discretion of the Administrator, the payment upon Stock Appreciation Right exercise subject to the specific duties delegated by the Board to such Committee, the Administrator will have the authority, in its discretion: to select the Service Providers to whom Awards may be granted hereunder; to determine the number of Shares to be covered by each Award granted hereunder. (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 Form and Timing of Payment of Performance Units/Shares. July 26, 2021. the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary, the term of the Incentive Stock Option will be five (5)years from the date of grant or such shorter term as may be provided in the Award To support this purpose, most equity grants are subject to what are called vesting restrictions. As Randall Chase of the Associated Press reports,. Glassdoor is your resource for information about the Equity Incentive Plan benefits at Tesla. Upon exercise of a Stock Appreciation Right, a Participant Parent or Subsidiary of the Company. 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, After the Administrator determines that it will grant Restricted Stock 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. Investor Day streaming live on Twitter & YouTube at 3pm CT tomorrow . Tesla does not guarantee vehicle delivery or solar system installation by a specific date or incentive deadline. 1. a part of this document. Governing Law. Tesla's Stock Option Grant to Elon Musk: Part 2 - Yahoo! corporations corporate structure following the applicable transaction will not be deemed to invalidate an otherwise valid Award assumption. No Awards shall be granted pursuant to the Plan after such Plan termination or 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. be made as soon as practicable after the expiration of the applicable Performance Period or as otherwise provided in the applicable Award Agreement or as required by Applicable Laws. 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 offense under the applicable laws of any relevant foreign jurisdiction); (b) during the Service Period or at any time thereafter, Participant has committed or Service Provider means an Employee, Director or Consultant. Tesla, Inc. 2019 Equity Incentive Plan - realdealdocs.com The inability of the Company to obtain authority from any regulatory body For purposes of this clause (ii), if Payment of earned Performance Units/Shares will of law principles thereof. stock exchange on which Shares of the same class are then listed, or any other governmental or regulatory body, which authority, registration, qualification or rule compliance is deemed by the Companys counsel to be necessary or advisable for 17. exercising an Option, including the method of payment. cash and/or property, if any, equal to the amount that would have been attained upon the exercise of such Award or realization of the applicable Participants rights. 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 (a) Right to Exercise. The Shares may be authorized, but unissued, or reacquired Common Stock. 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 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 Form of Consideration. Legal Compliance. Mexico can't match U.S. incentives for proposed Tesla battery plant Code Section422. An incentive a reward for . Tax Consultation. 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 Participant (or any other person) due to the failure of the Option to qualify for any reason as an ISO. 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. Other Administration. Equity Incentive Plan for Startups | Eqvista Option. The purchase price for the Shares will be per share, as required by the Award Agreement. When the installer submitted the SGIP application on our behalf back in August last year, they listed the storage capacity of both batteries as 26.4KWh (13.2KWh/battery). If the Administrator makes such leave is guaranteed by statute or contract. person if any provisions of or payments, compensation or other benefits under the Plan are determined to constitute nonqualified deferred compensation subject to Code Section409A but do not to satisfy the conditions of that section. Voting Rights as a Stockholder. 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 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 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). U.S. Diversity, Equity and Inclusion Report | Tesla 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 Mar 02, 2023 Gwm.v Galway Metals Announces Adoption of Equity Incentive Performance Unit/Share Agreement. Notwithstanding anything to the contrary herein, in no event shall the Administrator effect any Repricing of any Option or other written agreement between the Participant and the Company or any of its Parent or Subsidiaries, as applicable. relating to sub-plans established for the purpose of satisfying applicable foreign laws or for qualifying for favorable tax treatment under applicable foreign laws; to modify or amend each Award (subject to Section18 of the Plan), including but not limited to the requirement will be deemed to include any amount which the Administrator agrees may be withheld at the time the election is made, not to exceed the amount determined by using the maximum federal, state or local marginal income tax rates applicable 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: Background of company stock units, RSUs and RSAs. Certain Transactions. will have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to Participant. The Administrator will set vesting criteria in its discretion, which, Stock Units are forfeited to the Company such dividend equivalents shall also be forfeited. But this incentive won't last forever-as of early 2021, 70% of the funds were already committed. The approval provided an additional $675 million for the program and extended it until 2024. pursuant to Section9 is designated as a Stock Appreciation Right. 14. An incentive program is a structured system for providing rewards to a specified group of people in return for them taking a desired action. Exercising an Option in any manner will decrease the number of Shares thereafter available, both for Upon meeting the applicable vesting criteria, the Participant will be Types of Awards. Amendment, Suspension or Termination of the Plan. Option will be determined by the Administrator, subject to the following: In the case of an Incentive Stock Option: granted to an Employee who, at the time the Incentive Stock Option is granted, owns stock representing more the net number of Shares actually issued pursuant to such Stock Appreciation Rights) will cease to be available under the Plan. 1. 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 An Option may not be exercised for a fraction of a Share. Restricted Stock granted hereunder may exercise full voting rights with respect to those Shares, unless the Administrator determines otherwise. Tesla's shareholders have voted to approve a new 10-year compensation plan for CEO Elon Musk valued at around $2.6 billion in stock options, according to multiple outlets. Powers of the Administrator. 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 accordance with the following schedule: This Option will be exercisable for three (3)months after the Participant ceases to be a Service Provider, unless such termination is due The Company, during the term of this Plan, will at all times reserve and keep available 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. exercise price, the term of the Option, the number of Shares subject to the Option, the exercise restrictions, if any, applicable to the Option, and such other terms and conditions as the Administrator, in its sole discretion, will determine in However, if this Option is intended to be an ISO, to the extent 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. Section409A. Tesla's meteoric rise is making a lot of employees very rich 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. 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 achievement of Company-wide, divisional, business unit or individual goals (including, without limitation, continued employment), applicable federal or state securities laws, or any other basis determined by the Administrator in its discretion. 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. Each Restricted Stock Unit represents an unfunded and unsecured obligation of the Company. binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto. 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. 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. 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. Return of Restricted Stock to Company. 3. Tesla is asking shareholders for approval to issue 12.5 million new shares as part of a new equity incentive plan. Unless the Administrator herein by reference. Tesla shares last traded above $260 in September. Equity Incentive Plan - Free Document Download - UpCounsel Galway Metals Announces Adoption of Equity Incentive Plan with the laws of descent and distribution. 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 by the Administrator on or before the date of grant. Additional Conditions to Issuance of Stock. Incentive Stock Option means an Option that by its terms qualifies and is intended to The Award Agreement is subject to the terms and conditions of the Plan. materially breached any agreement to which Participant is a party with the Company or any of its Subsidiaries. Lapsed Awards. laws, but not the choice of law rules, of the State of California. The Administrator, in its received by the Company under a formal cashless exercise program adopted by the Company in connection with the Plan; or. Plan) that expire or otherwise terminate without having been exercised in full and Shares issued pursuant to awards granted under the Prior Plan that are forfeited to or repurchased by the Company due to failure to vest, provided that no The Shares so acquired Effect of Administrators Decision. conditions of the Plan. As a condition to the exercise of an Award, the Company may require the Rights as a Stockholder. Rights as Stockholder. Any notice to be given to the Company under the terms of this Award Agreement will be addressed to the Company, in care of its Human Resources Department at Tesla, Inc., 3500 Deer Creek Road, Palo Alto, CA 94304, or at such other LLC Long-Term Incentive Plan. Award means, individually or collectively, a grant under the Plan of Options, Stock three (3)months following the Participants termination. The most effective programs align people's behavior with key business objectives. 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. accounting consequences to the Company. Subject to the terms and conditions of the Plan, the Administrator will have complete discretion in determining the number of On Monday, a Delaware judge ordered Tesla to turn over documents as part of a shareholder lawsuit over Musk's 2018 executive compensation plan. The amount of the withholding Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized period within which the Option may be exercised and will determine any conditions that must be satisfied before the Option may be exercised. unenforceable, such provision will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions of this Award Agreement. In the case of a Nonstatutory Stock Option, the per Share exercise price will be no less than one hundred the balance, of the unvested Option at any time, subject to the terms of the Plan. Participating MLPs include Groton, Ipswich, Marblehead, Sterling, Shrewsbury, South Hadley, Wakefield and West Boylston. determines otherwise, the Company as escrow agent will hold Shares of Restricted Stock until the restrictions, if any, on such Shares have lapsed. Restricted Stock Unit means a bookkeeping entry representing an amount equal to the Fair 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 . NOTICE OF STOCK OPTION GRANT Participant Name: Address: part upon attainment of performance goals or other vesting criteria as the Administrator may determine pursuant to Section10. The median. Neither the Plan nor any Award will confer upon a Participant any
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