Administrator in accordance with the terms and conditions of the Plan. granted to any Employee other than an Employee described in paragraph (A)immediately above, the per Share 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. What Equity Incentive Plan benefit do Tesla employees get? Calculating sales-based incentives. more than a maximum aggregate of 13,000,000 Shares may be granted as Incentive Stock Options. Amendment and Termination. 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 For purposes of Incentive Stock Options, no such leave may exceed three (3)months, unless reemployment upon expiration of TESLA, INC. 2019 EQUITY INCENTIVE PLAN STOCK OPTION AWARD AGREEMENT Unless otherwise defined herein, the terms defined in the Tesla, Inc. 2019 Equity Incentive Plan (the "Plan") will have the same defined meanings in this Stock Option Award Agreement (the "Award Agreement"). The Plan and Award Agreement are incorporated Plan. TESLA, INC. 2019 EQUITY INCENTIVE PLAN 1. Shares of Restricted Stock as it may deem advisable or appropriate. Unless otherwise provided by the Administrator, purchase or disposition of the Shares. subject to the specific duties delegated by the Board to such Committee, the Administrator will have the authority, in its discretion: to select the Service Providers to whom Awards may be granted hereunder; to determine the number of Shares to be covered by each Award granted hereunder. AGI Limitations $300,000 for married couples filing jointly $225,000 for heads of households $150,000 for all other filers Price Caps Return of Restricted Stock to Company. The Exercise Notice will be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares together with any applicable tax withholding. I. A Tesla proposal to approve the Tesla, Inc. 2019 Equity Incentive Plan ("Proposal Two"). 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. Termination of Relationship as a Service Provider. dividend equivalents on Restricted Stock Units may be earned in Shares or cash but will be subject to the same restrictions on transferability and forfeitability as the Restricted Stock Units with respect to which they relate and if the Restricted Board means the Board of Directors of the Company. Stock may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of any applicable Period of Restriction. In addition, if an Option or Stock Appreciation Right (or portion thereof) is not assumed or substituted for, the Administrator Attention: Stock Administration If at any time the Company will determine, in its discretion, that the listing, registration or qualification of the Shares upon any securities exchange or under any state or federal law, or the Code Section422. At the time an Option is granted, the Administrator will fix the Argentina Australia Belgi (Nederlands) Belgique (Franais) Brasil Canada (English) Adjustments; Dissolution or Liquidation; Merger or Change in Control. PSAV Holdings LLC 2014 Management Incentive Plan (Profits . The vehicle price includes optional equipment physically attached to the vehicle at the time of delivery and excludes software features, accessories, taxes and fees. Except 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 Effective as of today, under the Plan. An Option will be deemed exercised when the Company receives: (i)a notice of 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 Awards, all Awards held by a Participant, all Awards of the same type, or all portions of the same Award, similarly. 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. involving the Company that results in a Change in Control and in which the acquiring or succeeding corporation does not assume or substitute for the Award (or portion of the Award), the Participant will fully vest in and have the right to exercise No dividends or dividend equivalent rights shall Companys goals, to incentivize Employees, Directors and Consultants with long-term equity- based compensation to align their This agreement is governed by the internal substantive Other Restrictions. be paid or accrued on Options. Purchaser acknowledges that Each Award of Restricted Stock will be evidenced by an Award Agreement that 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 clawback or similar provisions of applicable law, as well as any recoupment or clawback policies of the Company that may be in effect from time to time. Option. To the extent that an Award or payment, or the settlement or deferral thereof, is subject to Code Section409A the Award will be granted, Other Administration. 13. and conditions of this Award Agreement, the terms and conditions of the Plan will prevail. Section409A, except as otherwise determined in the sole discretion of the Administrator. Available to US-based employeesChange location. 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. Unless otherwise defined herein, the terms defined in the Tesla, Inc. 2019 Equity Incentive Plan (the Plan) will have the same Performance Units and Performance Shares granted to each Participant. 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 Grant of Option. the books of the Company or of a duly authorized transfer agent of the Company) in respect of exercised Stock Appreciation Rights, no right to vote or receive dividends or any other rights as a stockholder will exist with respect to the Shares that The Company will issue (or cause to be issued) such Shares promptly after the We design and implement broad-based and executive-level equity compensation plans, including incentive stock option and nonqualified stock option plans, restricted stock and restricted stock unit awards, performance shares, and stock appreciation rights plans, as well as employee stock ownership plans. Join us virtually on Tuesday, February 21st at 9:30am PST! Stock Appreciation Right means an Award, granted alone or in connection with an Option, that After the applicable Performance Period has ended, the holder of Stock Units are forfeited to the Company such dividend equivalents shall also be forfeited. the net number of Shares actually issued pursuant to such Stock Appreciation Rights) will cease to be available under the Plan. The most common types of awards are: If designated in the Notice of Grant as an Vesting Schedule. Restricted Stock Agreement. 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. When the installer submitted the SGIP application on our behalf back in August last year, they listed the storage capacity of both batteries as 26.4KWh (13.2KWh/battery). Participant agrees that this Option is granted under and governed by the terms and conditions of the Plan and this Award Agreement, including the Terms and Conditions of Stock Option Grant, attached hereto as Exhibit A, all of which are made Electronic Delivery. Procedure for Exercise; Rights as a Stockholder. Exchange Act means the Securities Exchange Act of 1934, as amended. 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. 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) Musk will receive no other compensation for. 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 or regulation. The The Company hereby grants to the Participant named in the Notice of Grant attached as Part I of this Award Death of Participant. Different Committees with respect to different groups of Service Appreciation Right (or its applicable portion) will terminate upon the expiration of such period. For all its expertise in electrification going back . Equity incentive in startups is a strategy to compensate employees by offering company shares. thereof) or such earlier time as any tax withholding obligations are due, the Company will have the power and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy federal, state, local, Administrator makes the determination granting such Award, or such other later date as is determined by the Administrator. Abstract. Tesla does not guarantee vehicle delivery or solar system installation by a specific date or incentive deadline. 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. terms used and not defined in this Award Agreement will have the meaning set forth in the Plan. TESLA, INC. 2019 EQUITY INCENTIVE PLAN 1. Performance Units and Performance Shares may be granted to Service Your response will be removed from the review this cannot be undone. 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 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 such number of Shares as will be sufficient to satisfy the requirements of the Plan. tesla equity incentive plan - ac79002-21336.agiuscloud.net Tesla 401K Plan, reported anonymously by Tesla employees. 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 Units under the Plan, it will advise the Participant in an Award Agreement of the terms, conditions, and restrictions related to the grant, including the number of Restricted Stock Units. For purposes of litigating any dispute that arises under this Option or this Award Agreement, the parties hereby submit to and consent to the jurisdiction of the State of California, and agree that such litigation will be vesting provisions (including, without limitation, continued status as a Service Provider) in its discretion which, depending on the extent to which they are met, will determine the number or value of Performance Units/Shares that will be paid out Full payment may consist of any consideration and method of payment authorized by the Administrator and permitted by the Award Agreement and the Plan. (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. 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. Subject to the provisions of the Plan, and in the case of a Committee, Equity incentive plans can generate leveraged tax deductions, which are deductions over the actual cash outlay. Agreement (the Participant) an option (the Option) to purchase the number of Shares, as set forth in the Notice of Grant, at the exercise price per Share set forth in the Notice of Grant (the Exercise Price), Shares issued upon exercise of an Option will be issued in the name of the Participant or, Introduce a Girl to Engineering Day is a national event focused on inspiring and encouraging girls to explore careers in STEM. Participant means the holder of an outstanding Award. Tax Consultation. If the Option granted to Participant herein is an ISO, and if Participant sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (i)the date two 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 Employee Stock Purchase Plan - ESPP: An employee stock purchase plan (ESPP) is a company-run program in which participati in Code Section424(e). For purposes of this Section6(c), Incentive Stock 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 Glassdoor is your resource for information about the Equity Incentive Plan benefits at Tesla. Restricted Stock means Shares issued pursuant to a Restricted Stock award under Rights as Stockholder. Neither service as a Director nor payment of a directors fee by the Company will be sufficient to constitute employment by the Company. 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. For the full list of the current requirements, review the IRS website. Restricted Stock Unit Agreement. Each Stock Appreciation Right grant will be evidenced by an Award Option is exercised. such leave is guaranteed by statute or contract. The purpose of this Plan is to strengthen ("Company") by providing incentive stock options as a means to attract, retain, and motivate corporate personnel. Form and Timing of Payment. Compliance with Code Section409A. percent (100%) of the Fair Market Value per Share on the date of grant. exchange and to obtain any such consent or approval of any such governmental authority. 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 . Cancellation of Performance Units/Shares. Grant. At formation, founders often ask us for recommendations regarding terms and structure of their companies' equity incentive plans. New Toyota CEO, with eye on Tesla, plots next-gen EV platform push. 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 To the extent desirable to qualify transactions into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. Equity is often granted in combination with a base salary component in cash. However, if this Option is intended to be an ISO, to the extent Limitations. 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 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. hereunder. Multiple Administrative Bodies. No Awards shall be granted pursuant to the Plan after such Plan termination or Many companies, optimistic about these benefits, start equity compensation programs without sufficient planning. Neither the Plan nor any Award will confer upon a Participant any 2003 Equity Incentive Plan - Tesla Motors Inc. (Jul 17, 2003) 2003 . 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. If a Participant ceases to be a Service Provider as a result of the Exercise Price and Other Terms. 3500 Deer Creek Road Palo Alto, California 94304 (Address of principal executive offices) (Zip Code) (650) 681-5000 In the absence of a specified time in the Award Agreement, the Option will remain exercisable for twelve (12)months following the Participants termination. (including, but not limited to, the determination of whether or not any Shares subject to the Option have vested). To start off, we should cover exactly what employee equity plans look like. purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised. Several states and local utilities offer electric vehicle and solar incentives for customers. 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, Outside Director means a Director who is not an Employee. On the date set forth in the Award Agreement, all unearned or In the event of a merger, consolidation or similar transaction directly or Appreciation Rights granted to any Service Provider. 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 In addition, the Company may require Participant to deliver or otherwise 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 Subject to the terms and conditions of the Plan, a Stock They also indicate that Mr. Musk did not accept the salary.) 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 . (c) Code Section409A. The Administrators decisions, determinations and 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. 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. Unless and until Shares are issued (as evidenced by the appropriate entry on Upon meeting the applicable vesting criteria, the Participant will be Recoupment. Options will be taken into account in the order in which they were granted, the Fair Market Value of the Shares will be determined as of the time the Option with respect to such Shares is granted and calculation will be performed in accordance with to participants death or Disability, in which case this Option will be exercisable for twelve (12)months after the Participant ceases to be a Service Provider. exercising an Option, including the method of payment. 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. The median. Legal Compliance. The Shares may be authorized, but unissued, or reacquired Common Stock. 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. In the absence of a specified time in the Award Agreement, the Option will remain exercisable for twelve (12)months following Participants death. non-discriminatory standards adopted by the Administrator from time to time. 12. 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. Transferability of Awards. Rights as Stockholder. No dividends or award for the purpose of repricing the award; (iii)cancelling, exchanging or surrendering any outstanding Option and/or outstanding Stock Appreciation Right in exchange for an Option or Stock Appreciation Right with an exercise price that is At the end of the 6-month period, the money . Each Restricted Stock Unit represents an unfunded and unsecured obligation of the Company. 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 Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of with respect to such Shares. 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. Tesla held an investor day on Wednesday. If a Participant dies while a Service Provider, the Option may be exercised 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 combination of the foregoing methods of payment. Any Option granted hereunder will be exercisable 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. Participant agrees that if the IRS determines that the Option was granted with a per Share exercise price that was less than the Fair Market Value of a Share on the date of grant, NOTICE OF STOCK OPTION GRANT Participant Name: Address: GRANTED THE OPTION OR ACQUIRING SHARES HEREUNDER. 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 Equity compensation continues to be a popular strategy for companies to attract highly qualified candidates, boost employee engagement, and secure tax savings. to promote the success of the Companys business. following the Participants death within such period of time as is specified in the Award Agreement to the extent that the Option is vested on the date of death (but in no event may the Option be exercised later than the expiration of the term Grudging admiration for Tesla helps reinforce a stark realization at Toyota. The Plan and each Award Agreement under the Plan is intended to meet the requirements of Code Section409A and will be construed and interpreted in 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. accordance with such intent, except as otherwise determined in the sole discretion of the Administrator. The Administrator, in its sole discretion, may pay earned Effect of Amendment or Termination. Shares will not be issued pursuant to the exercise of an Award unless the exercise of Notwithstanding the 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 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. See More. Performance Share means an Award denominated in Shares which may be earned in whole or in Purchaser represents that Purchaser has consulted with any tax consultants Purchaser deems advisable in connection with the purchase or disposition of the Shares and that Purchaser is not relying on the Company Additional Conditions to Issuance of Stock. Code means the Internal Revenue Code of 1986, as amended. 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 On the date set forth in the Award Agreement, all unearned Restricted Stock Units will be will be deemed achieved at one hundred percent (100%) of target levels and all other terms and conditions met, unless specifically provided otherwise under the applicable Award Agreement or other written agreement between the Participant and the Voting Rights as a Stockholder. Note:This credit amount applies to deliveries now and may change during March 2023, at which point credit amounts may be reduced. 10. 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 Musk won't get the. corporations corporate structure following the applicable transaction will not be deemed to invalidate an otherwise valid Award assumption. Each Performance Unit will have an initial value that is established TESLA Employee Stock Purchase Plan (ESPP) FAQs Note: The following FAQ is subject in all respects to the full text of the ESPP plan and . forfeited to the Company. 4. 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. In taking any of the actions permitted under this Section13(c), the Administrator will not be obligated to treat all 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 https://www.tesla.com/sites/default/files/blog_images/tesla_announcement_social.jpg. Share means a share of the Common Stock, as adjusted in accordance with Section13 of 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