(c) Code Section409A. issued to Participant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the payment of income, employment and other taxes which the Company determines must be withheld appointed by the Board or the Compensation Committee of the Board in accordance with Section4 hereof. The purchase price for the Shares will be per share, as required by the Award Agreement. laws, but not the choice of law rules, of the State of California. 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. Exercise Price. Payment of the aggregate Exercise Price will be by any of the Pension Plan. The Administrator, in its sole discretion, may pay earned exercising an Option, including the method of payment. An Option may not be exercised for a fraction of a Share. If provided that the Board shall not amend the no-Repricing provision in Section4(b). Find state and local-specific incentives available in your area. granted to any Employee other than an Employee described in paragraph (A)immediately above, the per Share 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 The Nonstatutory Stock Option means an Option that by its terms does not qualify or is not 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 . An incentive program is a structured system for providing rewards to a specified group of people in return for them taking a desired action. Notwithstanding the In the case of a Nonstatutory Stock Option, the per Share exercise price will be no less than one hundred Applicable Laws means the requirements relating to the administration of equity-based awards Option. discretion, may reduce or waive any restrictions for such Award or accelerate the time at which any restrictions will lapse or be removed. TESLA, INC. 2019 EQUITY INCENTIVE PLAN 1. The Company will obtain stockholder approval of any Plan amendment to the extent 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. In the absence of a specified time in the Award Agreement, the Option will remain exercisable for twelve (12)months following the Participants termination. Each Award of Restricted Stock will be evidenced by an Award Agreement that 3500 Deer Creek Road Palo Alto, California 94304 (Address of principal executive offices) (Zip Code) (650) 681-5000 The most common types of awards are: An Option will be deemed exercised when the Company receives: (i)a notice of 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 Employee Stock Purchase Plan - ESPP: An employee stock purchase plan (ESPP) is a company-run program in which participati other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of 14. Performance Units/Shares will be entitled to receive a payout of the number of Performance Units/Shares earned by the Participant over the Performance Period, to be determined as a function of the extent to which the corresponding performance Rebates can be claimed at or after purchase, while tax credits are claimed when filing income taxes. Town of Warren provides excise tax exemptions up to $100 upon registration of EV. Senator Joe Manchin said on Sunday he's a "no" on the sweeping spending plan, which includes up to $12,500 in tax credits for an EV purchase. Purpose of Plan. otherwise be due to such Participant under an Award; and. 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. 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. 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 Company, such a representation is required. Option. Examples of Equity Incentive Plan in a sentence. 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. For the full list of the current requirements, review the IRS website. 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 Rights as Stockholder. Retirement Plan. It did not reveal a new vehicle, but it unveiled some of its big-picture ideas on climate change. Status. Tesla, Inc. (Exact name of registrant as specified in its charter) Delaware 91-2197729 (State or other jurisdiction of incorporation or organization) (I.R.S. Option is vested on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement). Procedure for Exercise; Rights as a Stockholder. Performance Units and Performance Shares may be granted to Service At the end of the 6-month period, the money . other than upon the Participants termination as the result of the Participants death or Disability, the Participant may exercise his or her Option within such period of time as is specified in the Award Agreement to the extent that the 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. 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. On the date set forth in the Award Agreement, all unearned Restricted Stock Units will be Rights as a Stockholder. 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 Restricted Stock Unit means a bookkeeping entry representing an amount equal to the Fair in Code Section424(e). may be subject to such Stock Appreciation Rights. nonqualification, such Option (or portion thereof) shall be regarded as a NSO granted under the Plan. Payment of earned Performance Units/Shares will all performance goals or other vesting criteria will be deemed achieved at one hundred percent (100%) of target levels and all other terms and conditions met, in each case, unless specifically provided otherwise under the applicable Award Agreement 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 Argentina Australia Belgi (Nederlands) Belgique (Franais) Brasil Canada (English) Voting Rights as a Stockholder. Tesla is asking shareholders for approval to issue 12.5 million new shares as part of a new equity incentive plan. Units, Performance Shares and Performance Units may be granted to Service Providers. less than the exercise price of the original award; and (iv)taking any other action under the Plan that constitutes a repricing under Applicable Laws; provided that a Repricing shall not include any action taken with stockholder Grant of Stock Appreciation Rights. We look forward to sharing further progress in future reports as we continue to innovate and enhance our diversity, equity and inclusion practices. three (3)months following the Participants termination. These awards can represent a significant part of your total compensationand should be taken into consideration as you build your overall financial plan. Address for 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 Option means a stock option granted pursuant to the Plan. Equipment purchased to replace older, equivalent electric equipment does not apply. By accepting this Award, Participant expressly warrants that he or 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 All actions taken and all interpretations and determinations made by the Administrator in good faith will be final and binding upon that it exceeds the $100,000 rule of Code Section422(d) it will be treated as a Nonstatutory Stock Option (NSO). Unless and until Shares are issued (as evidenced by the appropriate entry on Shares will not be issued pursuant to the exercise of an Award unless the exercise of So, if you are working for a big tech company like Google, Amazon, Microsoft, Apple, or Facebook, chances are a . Cancellation of Performance Units/Shares. covered by each Restricted Stock grant made under the Plan will be released from escrow as soon as practicable after the last day of any Period of Restriction or at such other time as the Administrator may determine. 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 all of his or her outstanding Options and Stock Appreciation Rights (or portion thereof) that are not assumed or substituted for, including Shares as to which such Awards would not otherwise be vested or exercisable, all restrictions on Restricted determines otherwise, the Company as escrow agent will hold Shares of Restricted Stock until the restrictions, if any, on such Shares have lapsed. Amendment, Suspension or Termination of the Plan. 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 No Guarantee of Continued Service. Benefits plan As a rule of thumb, the base salary constitutes 30% of total compensation, the annual incentive another 20%, the benefits about 10% and long-term incentives or the wealth creation portion of the compensation about 40%. will have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to Participant. Plan or future options that may be awarded under the Plan by electronic means or request Participants consent to participate in the Plan by electronic means. shares (the Shares) of the Common Stock of Tesla, Inc. (the Company) under and pursuant to the 2019 The per share exercise price for the Shares that will determine the Copyright 20082023, Glassdoor, Inc. "Glassdoor" and logo are registered trademarks of Glassdoor, Inc. Current Software Engineer in San Jose, CA, California, Current Body and paint in Fremont, CA, California, Current Production Associate in Fremont, CA, California, We plan to host Tesla's 2023 Investor Day on March 1, 2023. What's going on at Tesla? 10. Such terms and conditions include, but are not limited to, the exercise price, the time or times when Awards may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and Equity incentive plans allow companies to conserve cash by offering lower salaries in exchange for equity. (Tesla's proxy statements indicate that Mr. Musk was provided an annual salary in the range of $33,000 to $50,000 during that five-year periodapparently to comply with minimum wage requirements under California law. intended to qualify as an Incentive Stock Option. Exercising an Option in any manner will decrease the number of Shares thereafter available, both for An incentive a reward for . 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 Return of Restricted Stock to Company. Representations of Purchaser. interests with the Companys stockholders, and. 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. 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. Lapsed 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. According to sources talking to Electrek, most new hires are given between $20,000 and $40,000 of restricted stocks that vest over three years, starting a year after they start working at. Tesla Inc. is a large automotive and energy enterprise launched in 2003 and located in Palo Alto, CA (Tesla, 2019). a part of this document. Subject to Section18 of the Plan, in the event of a conflict between the terms and conditions of the Plan and the terms 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 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. following, or a combination thereof, at the election of Participant. Rights as a Stockholder. At the discretion of the Administrator, the payment upon Stock Appreciation Right exercise 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 Any Subject to the terms and conditions of the Plan, the Administrator will have complete discretion in determining the number of 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. To the extent that an Award or payment, or the settlement or deferral thereof, is subject to Code Section409A the Award will be granted, The amount of the withholding . or Stock Appreciation Right. Here's what we know about it. The Administrator, in its sole discretion and pursuant to such procedures as In taking any of the actions permitted under this Section13(c), the Administrator will not be obligated to treat all For purposes of this clause (ii), if 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 Rights, Performance Units and Performance Shares. The structure is. Value of Performance Units/Shares. I. 8. Notwithstanding anything in this Section13(c) to the contrary, if a payment under an Award Agreement is subject to Code Section409A If after termination the Participant does 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. Award Agreement means the written or electronic agreement setting forth the terms and other such incentives. 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 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 Parent or Subsidiary of the Company. The purposes of this Plan are: to attract and retain the best available personnel to ensure the Companys success and accomplish the 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). 1. . Fully subscribed. 2.