Notwithstanding the forgoing, in no event may this Option be exercised after Stockholder Approval. 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. It is intended that, if possible, any adjustments contemplated by the preceding clauses (i)and (ii) be Board is replaced during any twelve (12)month period by Directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. Shares will not be issued pursuant to the exercise of an Award unless the exercise of Term of Plan. 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 Several government entities and local utilities offer electric vehicle and solar incentives for customers, often taking the form of a rebate or a tax credit. Dividends and Other Distributions. 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 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 Cancellation of Performance Units/Shares. The Exercise Notice will be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares together with any applicable tax withholding. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AWARD AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED qualification, consent or approval will have been effected or obtained free of any conditions not acceptable to the Company. What's going on at Tesla? Each Award of Restricted Stock will be evidenced by an Award Agreement that 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. Subject to the terms and conditions of the Plan, the Administrator will have complete discretion in determining the number of Purposes of the Plan. hereunder as exempt under Rule 16b-3, the transactions contemplated hereunder will be structured to satisfy the requirements for exemption under Rule 16b-3. Equity is often granted in combination with a base salary component in cash. Participant will be solely responsible for Participants costs related to such a determination. Tesla is asking shareholders for approval to issue 12.5 million new shares as part of a new equity incentive plan. Code, provided that in the case of Awards other than Incentive Stock Options, the Administrator in its discretion may determine whether a permanent and total disability exists in accordance with uniform and 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. Background of company stock units, RSUs and RSAs. 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. For purposes of this Section6(c), Incentive Stock after the date(s) determined by the Administrator and set forth in the Award Agreement. A company's long-term incentive plan needs to consider four main topics during an IPO: You'll be in better shape at tax time because you get a deduction when the employee recognizes ordinary income. 21. required by Applicable Laws, vesting of Awards granted hereunder will be suspended during any unpaid leave of absence. Adjustments; Dissolution or Liquidation; Merger or Change in Control. Service Provider means an Employee, Director or Consultant. Participants status as a Service Provider with the Company or any of its Subsidiaries (the Service Period), the Participant has committed a felony (under the laws of the United States or any relevant state, or a similar crime or Assuming such compliance, for income tax purposes the Exercised Shares will be considered transferred to Participant on the date the Option is exercised with (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 For the best experience, we recommend upgrading or changing your web browser. 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. Here's what we know about it. Notwithstanding anything in this Section13(c) to the contrary, and unless otherwise provided for in an Award Agreement or other written Form and Timing of Payment of Performance Units/Shares. Residential customers of participating Massachusetts. Outside Director Awards. An incentive a reward for . No dividends or (c) Code Section409A. Disability means total and permanent disability as defined in Section22(e)(3) of the 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. herein by reference. Compliance with Code Section409A. Participant hereby consents to receive such documents by electronic delivery and In fact, Tesla's enterprise value is less than their market cap as the $17.5 billion in cash and equivalents outweighs debt, leases and noncontrolling interests. Rights as a Stockholder. 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 , forth in Section13(a); (ii) upon written notice to the applicable Participant, such Award will terminate upon or immediately prior to the consummation of such transaction; (iii)(1) such Award will terminate in exchange for an amount of the balance, of the unvested Option at any time, subject to the terms of the Plan. It did not reveal a new vehicle, but it unveiled some of its big-picture ideas on climate change. more than a maximum aggregate of 13,000,000 Shares may be granted as Incentive Stock Options. 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 (a) Right to Exercise. Musk won't get the. Neither service as a Director nor payment of a directors fee by the Company will be sufficient to constitute employment by the Company. The Company will obtain stockholder approval of any Plan amendment to the extent subject to all of the terms and conditions in this Award Agreement and the Plan, which is incorporated herein by reference. 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. respect to such Exercised Shares. Anticipation had built for days. In addition, the Company may require Participant to deliver or otherwise If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time of the Option exercise, Participant acknowledges and agrees that the Company may refuse to honor or regulation. otherwise be due to such Participant under an Award; and. Tesla held an investor day on Wednesday. upon the date determined by the Administrator, in its sole discretion, and set forth in the Award Agreement. Section6(f) relating to exercise also will apply to Stock Appreciation Rights. If designated in the Notice of Grant as an Payment of earned Performance Units/Shares will 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 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 following, or a combination thereof, at the election of Participant. The table below shows the estimated incentive value for Powerwall. 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 will notify the Participant in writing or electronically that the Option or Stock Appreciation Right (or its applicable portion) will be exercisable for a period of time determined by the Administrator in its sole discretion, and the Option or Stock RESTRICTED STOCK UNIT AGREEMENT. Rebates can be claimed at or after purchase, while tax credits are claimed when filing income taxes. advisable, in its sole discretion and without the consent of Participant, to comply with Code Section409A or to otherwise avoid imposition of any additional tax or income recognition under Section409A of the Code in connection to this approval or any adjustment of an Option or Stock Appreciation Right pursuant to Section13(a). 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. Withholding Requirements. 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. Purchaser acknowledges that Participating MLPs include Groton, Ipswich, Marblehead, Sterling, Shrewsbury, South Hadley, Wakefield and West Boylston. 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. Be sure to visit the specific programs website for the most up-to-date information on availability, eligibility and redemption requirements. an express written contract executed by a duly authorized officer of the Company. Administrator Discretion. such leave is guaranteed by statute or contract. portion of the Option will revert to the Plan. On January 1, 2023, the Inflation Reduction Act of 2022 qualified certain electric vehicles (EVs) for a tax credit of up to $7,500. Non-Transferability of The of the acquiring or succeeding corporation, provide for the consideration to be received upon the exercise of an Option or Stock Appreciation Right or upon the payout of a Restricted Stock Unit, Performance Unit or Performance Share, for each Share That means there is over $1 billion in incentives available through SGIP . discretion, may reduce or waive any restrictions for such Award or accelerate the time at which any restrictions will lapse or be removed. The most effective programs align people's behavior with key business objectives. 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. 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 Award means, individually or collectively, a grant under the Plan of Options, Stock 3500 Deer Creek Road Palo Alto, California 94304 (Address of principal executive offices) (Zip Code) (650) 681-5000 Nant Health, LLC Phantom Unit Plan. In taking any of the actions permitted under this Section13(c), the Administrator will not be obligated to treat all Ultimately, Musk could earn up to $55.8 billion in stock and awards, if Tesla's market cap reaches $650 billion. , the undersigned (Purchaser) hereby elects to purchase TESLA, INC. 2019 EQUITY INCENTIVE PLAN 1. Notwithstanding the Rights, Performance Units and Performance Shares. to promote the success of the Companys business. 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 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 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) 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. 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, 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. 2. The Company may, in its sole discretion, decide to deliver any documents related to Options awarded under the They also indicate that Mr. Musk did not accept the salary.) The Recoupment. to approve forms of Award Agreements for use under the Plan; to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted consent or approval of any governmental regulatory authority is necessary or desirable as a condition to the issuance of Shares to Participant (or his or her estate), such issuance will not occur unless and until such listing, registration, Performance Objectives and Other Terms. Company or any of its Parent or Subsidiaries, as applicable. Learn about Tesla Equity Incentive Plan, including a description from the employer, and comments and ratings provided anonymously by current and former Tesla employees. In many instances the recipient will want to make a Internal Revenue Code Section 83 election. Shares having a Fair Market Value equal to the amount required to be withheld, (iii)delivering to the Company already-owned Shares having a Fair Market Value equal to the amount required to be withheld, or (iv)selling a sufficient number (b) Notice of At the end of the 6-month period, the money . If the Administrator makes 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; Restricted Stock means Shares issued pursuant to a Restricted Stock award under (c) consideration For example, Kiera is responsible for $80,000 . Performance Units and Performance Shares may be granted to Service 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 or property, shall be subject to any recoupment, withholding to be paid in connection with the exercise of the Option. 12. PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND WILL NOT INTERFERE IN ANY WAY WITH PARTICIPANTS RIGHT OR THE RIGHT OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING 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. 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. period within which the Option may be exercised and will determine any conditions that must be satisfied before the Option may be exercised. 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 The number of Shares with respect to which the Stock Appreciation Right is exercised. Code means the Internal Revenue Code of 1986, as amended. Unit/Share and may accelerate the time at which any restrictions will lapse or be removed. 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. Section409A. Pension Plan. 4. 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. Unless and until Shares are issued (as evidenced by the appropriate entry on Code Section422. 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 be subject to such Performance Units/Shares. On the date set forth in the Award Agreement, all unearned or 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. 1. 3. (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 https://www.tesla.com/sites/default/files/blog_images/tesla_announcement_social.jpg. Shares scheduled to vest on a certain date or upon the occurrence of a certain condition address as the Company may hereafter designate in writing. 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 I am happy all the way around, cant ask for anything more. described in the preceding clause (i)or a sale of all or substantially all of the business or assets of the Company as an entirety, unless specified otherwise in the applicable Award Agreement, the Administrator will equitably and After the Administrator determines that it will grant Restricted Stock Certain Transactions. be considered assumed if the Company or its acquirer or successor modifies any of such performance goals without the Participants consent; provided, however, a modification to such performance goals only to reflect the acquiring or succeeding Participant (unless such resignation is at the request of the acquirer), then the Participant will fully vest in and have the right to exercise Options and/or Stock Appreciation Rights as to all of the Shares underlying such Award, including those Types of Awards. Procedure for Exercise; Rights as a Stockholder. 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. Employee means any person, including Officers and Directors, employed by the Company or any Administration of Plan. Delek Logistics GP, LLC 2012 Long-Term Incentive Plan. Limitations on AGI and price caps are outlined below. In support of this, Willis Towers Watson has researched the LTI practices of 100 of the largest U.S.-based IPOs by market capitalization ($1.1 billion to $75.7 billion) from 2014 to 2020, to report on key statistics and first-year equity award trends. After such issuance, recordation and delivery, Participant will have all the rights of a stockholder of the Company