At the discretion of the Administrator, the payment upon Stock Appreciation Right exercise Energy storage paired with solar systems are considered qualified expenditures eligible for the tax credit. Stock Subject to the Plan. At the time an Option is granted, the Administrator will fix the the balance, of the unvested Option at any time, subject to the terms of the Plan. 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 Purchaser acknowledges that Charitable Gift Matching. Find state and local-specific incentives available in your area. 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. Available to US-based employeesChange location. That means there is over $1 billion in incentives available through SGIP . vote or receive dividends or any other rights as a stockholder will exist with respect to the Shares subject to an Option, notwithstanding the exercise of the Option. PDF TESLA Employee Stock Purchase Plan (ESPP) FAQs Performance Units and Performance Shares granted to each Participant. Dissolution or Liquidation. Administrator makes the determination granting such Award, or such other later date as is determined by the Administrator. Musk will receive no other compensation for. Share means a share of the Common Stock, as adjusted in accordance with Section13 of Option Agreement. 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 Exercise Price. Incentive Programs: How to Develop an Incentive Plan for Your Business or Stock Appreciation Right. 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 proposed action. 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. https://www.tesla.com/sites/default/files/blog_images/tesla_announcement_social.jpg. Unless the Administrator Employee means any person, including Officers and Directors, employed by the Company or any laws, but not the choice of law rules, of the State of California. Plan Governs. 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 Stock Appreciation Right Agreement. Administrator will have the power to interpret the Plan and this Award Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules 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. 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 For purposes of this Section2(f), persons will be considered to be acting as a group if they are owners of a corporation that enters For example, some programs have an allocated budget or submission deadline after which the program will end. Musk gets first tranche of multimillion-dollar Tesla incentive - CNBC combination of the foregoing methods of payment. An Option may not be exercised for a fraction of a Share. They also indicate that Mr. Musk did not accept the salary.) Your response will be removed from the review this cannot be undone. For the most up-to-date information, review the sponsoring entitys website directly for details on eligibility, redemption and program details. Each Option will be designated in the Award Agreement as either an Incentive Stock Option Limitations. Performance Unit/Share Agreement. Disqualifying Disposition of ISO Shares. To the extent an Award under the Plan is paid out in cash rather than Shares, such cash nonqualification, such Option (or portion thereof) shall be regarded as a NSO granted under the Plan. Shares issued upon exercise of an Option will be issued in the name of the Participant or, 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). (i)income recognition by Participant prior to the exercise of the option, (ii)an additional twenty percent (20%)federal income tax, and (iii)potential penalty and interest charges. , 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. 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 (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 tesla equity incentive plan - ac79002-21336.agiuscloud.net Tesla 401K Plan, reported anonymously by Tesla employees. Binding Agreement. The Award Agreement is subject to the terms and conditions of the Plan. 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. Such restrictions may be based on the passage of time, the achievement of target levels of performance, or the occurrence of 8. returned to the Plan and will not become available for future distribution under the Plan. Market Value of one Share, granted pursuant to Section8. No amendment, alteration, suspension or termination of the Plan will For all its expertise in electrification going back . PSAV Holdings LLC 2014 Management Incentive Plan (Profits . Recoupment. Unless otherwise defined herein, the terms defined in the Tesla, Inc. 2019 Equity Incentive Plan (the Plan) will have the same 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 Repricing means any of the following actions taken by the Administrator: (i)lowering 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 Period of Restriction means the period, if any, during which the transfer of Shares of forfeited to the Company, such dividend equivalents shall also be forfeited. Free Equity Incentive Plan Template & FAQs - Rocket Lawyer The purchase price for the Shares will be per share, as required by the Award Agreement. 3500 Deer Creek Road Palo Alto, California 94304 (Address of principal executive offices) (Zip Code) (650) 681-5000 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. Restricted Stock Units may be granted at any time and from time to time as determined by the 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 The structure is. Other Restrictions. If the Option is not so exercised within the time specified herein, the 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. Unless and until Shares are issued (as evidenced by the appropriate entry on Agreement. terms used and not defined in this Award Agreement will have the meaning set forth in the Plan. 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. 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; In taking any of the actions permitted under this Section13(c), the Administrator will not be obligated to treat all 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: LLC Long-Term Incentive Plan. Each Award of Performance Units/Shares will be evidenced by an Award 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. 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. A Tesla proposal to approve the Tesla, Inc. 2019 Employee Stock Purchase Plan ("Proposal Three"). Forfeiture Events. Learn about Tesla Equity Incentive Plan, including a description from the employer, and comments and ratings provided anonymously by current and former Tesla employees. 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 In the absence of an established market for the Common Stock, the Fair Market Value will be determined in good Shares that have actually been issued under the Plan under any Award (other than unvested Restricted Stock) will not be Equity is often granted in combination with a base salary component in cash. Code Section409A, an option that vests after December31, 2004 (or that vested on or prior to such date but which was materially modified after October3, 2004) that was granted with a per Share exercise price that is determined by Compliance with Code Section409A. 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 $5,800. During any Period of Restriction, Service Providers holding Shares of To the extent desirable to qualify transactions Applicable Laws means the requirements relating to the administration of equity-based awards Agreement Severable. 3. Each Performance Share will have an initial value equal to the Fair Market Value of a Share on the date of grant. SGIP provides rebates for qualifying distributed energy systems installed on the customer's side of the utility meter. 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 per Share exercise price for the Shares to be issued pursuant to exercise of an Ultimately, Musk could earn up to $55.8 billion in stock and awards, if Tesla's market cap reaches $650 billion. The Company will obtain stockholder approval of any Plan amendment to the extent Neither service as a Director nor payment of a directors fee by the Company will be sufficient to constitute employment by the Company. 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effect when discretion is being exercised with respect to the Plan. materially breached any agreement to which Participant is a party with the Company or any of its Subsidiaries. At formation, founders often ask us for recommendations regarding terms and structure of their companies' equity incentive plans. Subject to the terms and conditions of the Plan, the Administrator will have complete discretion in determining the number of 1. In addition, if an Option or Stock Appreciation Right (or portion thereof) is not assumed or substituted for, the Administrator provided, however, that for purposes of this subsection (i), the acquisition of additional stock by any one Person, who is considered to own more than fifty percent (50%) of the total voting power of the stock of the Company will not be considered a A Stock Appreciation Right granted under the Plan will expire Code Section422. 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 While the key terms of the management incentives are firmed up prior to signing the purchase agreement, the equity incentive plans, shareholders agreement and employment agreements .