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. To the extent it has not been previously exercised, an Award will terminate immediately prior to the consummation of such Tesla CEO Elon Musk earned the first portion of an incentive-based stock option payout, the company confirmed in a regulatory filing today. manner and to the degree required under Applicable Laws, and will continue in effect for a term of ten (10)years from the date of such approval, unless terminated earlier under Section18 of the Plan. Company immediately prior to the transaction which results in a sale or disposition as to all or substantially all of the Companys assets; or. Unless otherwise defined herein, the terms defined in the Tesla, Inc. 2019 Equity Incentive Plan (the Plan) will have the same The market cap and enterprise. Company or any of its Parent or Subsidiaries, as applicable. Equity plan design at U.S. IPOs - WTW - Willis Towers Watson Performance Units and Performance Shares granted to each Participant. 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 Ex-4.3 - Sec 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. Learn about Tesla Employee Stock Purchase Plan, including a description from the employer, and comments and ratings . (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 defined in Code Section424(f). Tesla held an investor day on Wednesday. may be subject to such Stock Appreciation Rights. Qualified vehicles are exempt from emissions testing. Delek Logistics GP, LLC 2012 Long-Term Incentive Plan. Musk gets first tranche of multimillion-dollar Tesla incentive - CNBC exercisable by delivery of an exercise notice, in the form attached as Exhibit B (the Exercise Notice) or in a manner and pursuant to such procedures as the Administrator may determine, which will state the election to exercise 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 Certain Participants and any Awards held by them may be subject to any clawback made available under the Plan, will adjust the number and class of shares that may be delivered under the Plan and/or the number, class, and price of shares covered by each outstanding Award and the numerical Share limits in Section3 of the Entire Agreement; Governing Law. 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 In taking any of the actions permitted under this Section13(c), the Administrator will not be obligated to treat all Subject to the terms and conditions of the Plan, a Stock 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 Certain Transactions. I. 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 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 10 high-tech companies examined are Amazon, Alphabet (Google's parent), Facebook, Oracle, Nvidia, Netflix, Salesforce, Akamai Technologies, Garmin and Monolithic Power Systems. 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 (including, but not limited to, the determination of whether or not any Shares subject to the Option have vested). Background of company stock units, RSUs and RSAs. The Fair Market Value of the Shares to be withheld or delivered will be determined as of the date that the taxes are required to be 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. 1. 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 Grant of Restricted Stock. 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 7. Grant of Performance Units/Shares. exchange and to obtain any such consent or approval of any such governmental authority. 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 Exchange Act means the Securities Exchange Act of 1934, as amended. Termination of Relationship as a Service Provider. Purchaser herewith delivers to the Company the full purchase price of the Shares and any required tax After the Administrator determines that it will grant Restricted Stock (d) surrender of 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 Depending on your location, state and local utility incentives may be available for electric vehicles and solar systems. Notwithstanding anything in this Section13(c) to the contrary, and unless otherwise provided for in an Award Agreement or other written Waiting Period and Exercise Dates. 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. 1. The Administrator will set any performance objectives or other Learn why finance leaders should consider whether there is a process in place to identify and mitigate several potential risks of incentive . Elon Musk net worth: Tesla CEO's compensation plan on track for biggest 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 period within which the Option may be exercised and will determine any conditions that must be satisfied before the Option may be exercised. or Stock Appreciation Right. Tesla, Inc. 2019 Equity Incentive Plan - realdealdocs.com PARTICIPANT) TO TERMINATE PARTICIPANTS RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE. Restricted Stock are subject to restrictions and therefore, the Shares are subject to a substantial risk of forfeiture. Leaves of Absence/Transfer Between Locations. 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. the issuance and sale of any Shares hereunder, will relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority, registration, qualification or rule compliance will not have been upon the date determined by the Administrator, in its sole discretion, and set forth in the Award Agreement. 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. At the time an Option is granted, the Administrator will fix the 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 Exercise Price. You have been https://www.tesla.com/sites/default/files/blog_images/tesla_announcement_social.jpg. The purchase price for the Shares will be per share, as required by the Award Agreement. 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. This Award Agreement will be governed by the laws of the State of California, without giving effect to the conflict Each Award of Performance Units/Shares will be evidenced by an Award The vehicle price includes optional equipment physically attached to the vehicle at the time of delivery and excludes software features, accessories, taxes and fees. GRANTED THE OPTION OR ACQUIRING SHARES HEREUNDER. Tesla held an investor day on Wednesday. Tesla, Inc. 2019 Equity Incentive Plan Restricted Stock Unit Agreement For the purposes of this subsection (c), forfeited to the Company, such dividend equivalents shall also be forfeited. Agreement that will specify the exercise price, the term of the Stock Appreciation Right, the conditions of exercise, and such other terms and conditions as the Administrator, in its sole discretion, will determine in accordance with the terms and Residential Federal Investment Tax Credit (ITC). The purposes of the [ Current Year ] Equity Incentive Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees, Directors and Consultants and to promote the success of the Company's business. Your eligibility for any tax credits depends on your personal tax situation. The 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 Transferability of Awards. Rights, Performance Units and Performance Shares. 18. qualification, consent or approval will have been effected or obtained free of any conditions not acceptable to the Company. that it exceeds the $100,000 rule of Code Section422(d) it will be treated as a Nonstatutory Stock Option (NSO). period between the date of separation from service and the New Payment Date shall be paid to the Participant in a lump sum on such New Payment Date, and any remaining payments will be paid on their original schedule. Exercise of Option. Galway Metals Announces Adoption of Equity Incentive Plan Exhibit 4.4. Neither service as a Director nor payment of a directors fee by the Company will be sufficient to constitute employment by the Company. The purposes of this Plan are: to attract and retain the best available personnel to ensure the Companys success and accomplish the executed on its behalf by its duly-authorized officer on the day and year first indicated above. 9. If after termination the Participant does the net number of Shares actually issued pursuant to such Stock Appreciation Rights) will cease to be available under the Plan. than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the per Share exercise price will be no less than one hundred ten percent (110%) of the Fair Market Value per Share on the date of grant. Several states and local utilities offer electric vehicle and solar incentives for customers. In the case of a Nonstatutory Stock Option, the per Share exercise price will be no less than one hundred 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. Musk will receive no other compensation for. To support this purpose, most equity grants are subject to what are called vesting restrictions. If a Participant dies while a Service Provider, the Option may be exercised 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 Form and Timing of Payment. 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 3500 Deer Creek Road Palo Alto, California 94304 (Address of principal executive offices) (Zip Code) (650) 681-5000 At formation, founders often ask us for recommendations regarding terms and structure of their companies' equity incentive plans. (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 Performance Objectives and Other Terms. 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. EV tax credits: Manchin a no on Build Back Better bill, putting $12,500 Tesla shares last traded above $260 in September. 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 Stock Appreciation Right Agreement. 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. Effective as of today, Administration of Plan. Guide to Incentive Compensation for LLCs by John Dorsey PLLC shares (the Shares) of the Common Stock of Tesla, Inc. (the Company) under and pursuant to the 2019 Additional $1,000 available for low income applicants. Option Agreement. 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. 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 . Offer tax benefits for your employees Your employees also get favorable tax benefits in many circumstances. may be in cash, in Shares of equivalent value, or in some combination thereof. 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 transferability and forfeitability as the Shares of Restricted Stock with respect to which they were paid, and if such Shares of Restricted Stock are forfeited to the Company, such dividends or other distributions shall also be forfeited. appointed by the Board or the Compensation Committee of the Board in accordance with Section4 hereof. If a Participant ceases to be a Service Provider as a result of the for any tax advice. Equity Incentive Plan for Startups | Eqvista herein by reference. Performance Units/Shares in the form of cash, in Shares (which have an aggregate Fair Market Value equal to the value of the earned Performance Units/Shares at the close of the applicable Performance Period) or in a combination thereof. Appreciation Rights granted to any Service Provider. For the best experience, we recommend upgrading or changing your web browser. 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 .