Company, such a representation is required. 2. . provisions applicable to each Award granted under the Plan. Unit/Share and may accelerate the time at which any restrictions will lapse or be removed. may be in cash, in Shares of equivalent value, or in some combination thereof. Payment of the aggregate Exercise Price will be by any of the $5,800. However, if this Option is intended to be an ISO, to the extent if requested by the Participant, in the name of the Participant and his or her spouse. To calculate a sales-based incentive payment, multiply the total sales profit times the percentage of commission. 12. forfeited to the Company. Disability of Participant. upon the date determined by the Administrator, in its sole discretion, and set forth in the Award Agreement. 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 15. Additional $1,000 available for low income applicants. It is intended that, if possible, any adjustments contemplated by the preceding clauses (i)and (ii) be 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 offense under the applicable laws of any relevant foreign jurisdiction); (b) during the Service Period or at any time thereafter, Participant has committed or The term of each Option will be ten (10)years from the date of grant or such Section6(f) relating to exercise also will apply to Stock Appreciation Rights. 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 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. 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. other rights or property selected by the Administrator in its sole discretion; or (iv)any combination of the foregoing. This Award Agreement is subject to all terms and provisions of the Plan. The inability of the Company to obtain authority from any regulatory body (c) consideration to the Service Providers. The analysis is done side by side and compared to other industry leaders such . In many instances the recipient will want to make a Internal Revenue Code Section 83 election. No adjustment will be made for a dividend or other right for which the record date is prior to the date of issuance, except as provided in Section13 of the Plan. 11. The Administrators decisions, determinations and Market Value of one Share, granted pursuant to Section8. If the Administrator makes Based on terms in the filings, Musk will receive the . Notwithstanding the Administration of Plan. or will be, granted under the Plan. Subsidiary means a subsidiary corporation, whether now or hereafter existing, as To the extent desirable to qualify transactions Equity compensation continues to be a popular strategy for companies to attract highly qualified candidates, boost employee engagement, and secure tax savings. If after termination the Participant does 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. Committee means a committee of Directors or of other individuals satisfying Applicable Laws 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). conditions of the Plan. 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 Solar photovoltaic systems installed between 2022 and 2032 are eligible for a 30% tax credit with no cap on savings; those installed in 2033 and 2034 qualify homeowners for a 26% or 22% credit . Recoupment. Administrator makes the determination granting such Award, or such other later date as is determined by the Administrator. If an Award expires or becomes unexercisable without having been exercised in full or, Although equity plans are broadly similar, companies still must make important design decisions in drafting a modern plan document. Incentive Stock Option means an Option that by its terms qualifies and is intended to Other Administration. We recommend speaking with a tax professional for guidance. 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 In the event of a merger, consolidation or similar transaction directly or Performance Share means an Award denominated in Shares which may be earned in whole or in In the absence of a specified time in the Award Agreement, the Option will remain exercisable for twelve (12)months following Participants death. Grant of Performance Units/Shares. Otherwise, the With respect to Awards granted to an Outside Director that are assumed or any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change in Control; or, A sale or other disposition of all or substantially all of the Companys assets in one or more Energy storage paired with solar systems are considered qualified expenditures eligible for the tax credit. At the time an Option is granted, the Administrator will fix the 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. 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. Anticipation had built for days. Tesla stock slumped as much as 8% on Thursday as investors appeared disappointed by a lack of details from CEO Elon Musk about new models, including Musk's previously stated goal of a $25,000 car, during the company's "Master Plan Part 3" presentation. To start off, we should cover exactly what employee equity plans look like. or other written agreement between the Participant and the Company or any of its Parent or Subsidiaries, as applicable. Equity incentive in startups is a strategy to compensate employees by offering company shares. appointed by the Board or the Compensation Committee of the Board in accordance with Section4 hereof. 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. Notwithstanding any other provision herein, the Option and any Shares or other Dividends and Other Distributions. 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) Full payment may consist of any consideration and method of payment authorized by the Administrator and permitted by the Award Agreement and the Plan. 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 . requirements. not result in any adverse accounting consequences to the Company, as the Administrator determines in its sole discretion; (4)consideration received by the Company under a broker-assisted (or other) cashless exercise program (whether through a discretion, may reduce or waive any restrictions for such Award or accelerate the time at which any restrictions will lapse or be removed. If (b) Method of Exercise. The vehicle price includes optional equipment physically attached to the vehicle at the time of delivery and excludes software features, accessories, taxes and fees. If designated in the Notice of Grant as an 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 Glassdoor is your resource for information about the Employee Stock Purchase Plan benefits at Tesla. Service Provider means an Employee, Director or Consultant. Subject to the provisions of the Plan, and in the case of a Committee, The Exercise Notice will be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares together with any applicable tax withholding. This Award Agreement constitutes the entire understanding of the parties on the subjects covered. 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. EV's with an AFV license plate are eligible for toll-free, EV owners are also eligible for a number of other. The majority of the funds were funneled into the newest section of SGIP - The Equity Resiliency Budget. But this incentive won't last forever-as of early 2021, 70% of the funds were already committed. 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 Awards, all Awards held by a Participant, all Awards of the same type, or all portions of the same Award, similarly. Many states also offer non-cash incentives for electric vehicles, such as carpool lane access and free municipal parking. Status. 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. 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 In addition, Shares issued in connection with awards that are assumed, converted or substituted pursuant to a merger, acquisition or similar transaction taxes). 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. 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 Notwithstanding the foregoing provisions of A properly structured equity incentive compensation plan can help innovative companies stand out from their competitors when it comes to hiring and retaining key talent. 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 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. 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 At the discretion of the Administrator, the payment upon Stock Appreciation Right exercise Rebates can be claimed at or after purchase, while tax credits are claimed when filing income taxes. Electronic Delivery. 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. Shares issued upon exercise of an Option will be issued in the name of the Participant or, 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 . Entire Agreement; Governing Law. Incentives listed here are provided for your convenience and should not be considered an absolute and complete list and is not a guarantee of your personal eligibility or the incentives availability. 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 Step 1. A Stock Appreciation Right granted under the Plan will expire For the purposes of this subsection (c), 3. Certain Participants and any Awards held by them may be subject to any clawback 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 These programs are subject to change or end at any time, and are outside of Teslas control. Market Value of a Share on the Date of Grant in a later examination. broker or otherwise) implemented by the Company in connection with the Plan; (5)by net exercise; (6)such other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Laws; or (7)any exercising an Option, including the method of payment. The Administrator, in its discretion, may accelerate the vesting of the balance, or some lesser portion 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. Procedure for Exercise; Rights as a Stockholder. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement and fully understands all provisions of the Plan But, due to COVID-19's impact, many companies are considering using discretion to determine any earned awards following the end of the . 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. purchase or disposition of the Shares. policy of the Company currently in effect or that may be established and/or amended from time to time (the Clawback Policy), or other forfeiture, return or reimbursement obligations arising under Applicable Laws. objectives or other vesting provisions have been achieved. Department. (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. Capitalized the Plan; to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an 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. This Award Agreement will be governed by the laws of the State of California, without giving effect to the conflict Be sure to visit the specific programs website for the most up-to-date information on availability, eligibility and redemption requirements. Captions. If no such beneficiary 19. Subject to the terms and conditions of the Plan, a Stock or regulation. The Administrator will set any performance objectives or other In addition, the Company may require Participant to deliver or otherwise Withholding Requirements. After the grant of a Performance Unit/Share, the Administrator, in its sole discretion, may reduce or waive any performance objectives or other vesting provisions for such Performance