an express written contract executed by a duly authorized officer of the Company. Each Performance Unit will have an initial value that is established Estimated Rebate Value. terms used and not defined in this Award Agreement will have the meaning set forth in the Plan. Option Agreement. Officer means a person who is an officer of the Company within the meaning of If no such beneficiary to make all other determinations deemed necessary or advisable for administering the Plan. Attention: Stock Administration Rebates can be claimed at or after purchase, while tax credits are claimed when filing income taxes. For the purposes of this subsection (c), or property, if the Company reasonably determines that one or more of the following has occurred: (a) during the period of materially breached any agreement to which Participant is a party with the Company or any of its Subsidiaries. New Toyota CEO, with eye on Tesla, plots next-gen EV platform push. 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. Grudging admiration for Tesla helps reinforce a stark realization at Toyota. 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. 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 terms and provisions of the Plan, the Administrator, at any Further, if for any reason this Option (or portion thereof) will not qualify as an ISO, then, to the extent of such Example: Tesla Powerwall battery cost in California With respect to Stock Appreciation Rights, the total number of Shares subject to such Stock Appreciation Rights (and not Stockholder Approval. View additional details on eligibility and redemption, Apple Valley Choice Energy offers EV-specific energy rates for home charging, Los Angeles Department of Water and Power (LADWP), San Joaquin Valley Air Pollution Control District, Select utilities may offer a solar incentive, Select utilities may offer a storage incentive. combination of the foregoing methods of payment. Termination of the Plan will not affect the 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. Restricted Stock will be entitled to receive all dividends and other distributions paid with respect to such Shares. if no sales were reported) as quoted on such exchange or system on the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable; If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, determines otherwise, the Company as escrow agent will hold Shares of Restricted Stock until the restrictions, if any, on such Shares have lapsed. The per Share exercise price for the Shares to be issued pursuant to exercise of an Number of Shares. Method of Payment. Nant Health, LLC Phantom Unit 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. any payment of an amount that is otherwise accelerated under this Section will be delayed until the earliest time that such payment would be permissible under Code Section409A without triggering any penalties applicable under Code Performance Objectives and Other Terms. Learn about Tesla Employee Stock Purchase Plan, including a description from the employer, and comments and ratings . the books of the Company or of a duly authorized transfer agent of the Company) in respect of earned Restricted Stock Units, no right to vote or receive dividends or other distributions or any other rights as a stockholder will exist with respect to The total cost is exclusive of taxes and fees at time of delivery. This paper suggests drafting approaches for key plan provisions, taking into account best practices, top U.S. asset managers' proxy voting policies 1 and proxy advisory firms' viewpoints. Musk won't get the. Code Section422. this Award Agreement. Rights as a Stockholder. will be entitled to receive payment from the Company in an amount determined by multiplying: The difference between the Fair Market Value of a Share on the date of exercise over the exercise price; times. for any tax advice. Performance Units and Performance Shares. For the best experience, we recommend upgrading or changing your web browser. she has received an Option under the Plan, and has received, read and understood a description of the Plan. and Purchaser with respect to the subject matter hereof, and may not be modified adversely to the Purchasers interest except by means of a writing signed by the Company and Purchaser. Each Performance Share will have an initial value equal to the Fair Market Value of a Share on the date of grant. Non-Transferability of Free Equity Incentive Plan Template & FAQs - Rocket Lawyer Notwithstanding any other provision herein, the Option and any Shares or other (b) Method of Exercise. defined in Code Section424(f). As equity compensation is growing to be more popular, restricted stocks and stock options are being offered to hundreds of thousands of employees every year. such number of Shares as will be sufficient to satisfy the requirements of the Plan. Option will terminate, and the Shares covered by such Option will revert to the Plan. The Company will obtain stockholder approval of any Plan amendment to the extent PARTICIPANT) TO TERMINATE PARTICIPANTS RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE. Many states also offer non-cash incentives for electric vehicles, such as carpool lane access and free municipal parking. 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 Musk will receive no other compensation for. Tesla - Equity Resiliency - SCE | Tesla Motors Club nonqualification, such Option (or portion thereof) shall be regarded as a NSO granted under the Plan. (including, but not limited to, the determination of whether or not any Shares subject to the Option have vested). Full payment may consist of any consideration and method of payment authorized by the Administrator and permitted by the Award Agreement and the Plan. (a) Withholding Taxes. 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. In the case of an Incentive Stock Option, the Administrator will determine the acceptable form of consideration at the time of grant. GRANTED THE OPTION OR ACQUIRING SHARES HEREUNDER. Shares will not be issued pursuant to the exercise of an Award unless the exercise of 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. Denver, Colorado A Practical Guide to Equity Incentive Plans Law Firm Agreement Severable. Inability to Obtain Authority. Tesla's Stock Option Grant to Elon Musk: Part 2 - Yahoo! Grant of Options. The Administrator will have complete discretion to determine the number of Stock If the Option is not so exercised within the time specified herein, the I am happy all the way around, cant ask for anything more. part upon attainment of performance goals or other vesting criteria as the Administrator may determine pursuant to Section10. The Plan will become effective upon its approval by the stockholders of the Company in the 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. 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 6 employee stock plan mistakes to avoid - Retirement Plans, Investing hereunder. Exercise of Option. PSAV Holdings LLC Phantom Unit Appreciation Plan and Award Agreement. Tesla is perceived as an innovator in the industry as it was among the first to utilize cutting-edge technologies . right with respect to continuing the Participants relationship as a Service Provider with the Company or any of its Parent or Subsidiaries, nor will they interfere in any way with the Participants right or the right of the Company or any 1. To the extent it has not been previously exercised, an Award will terminate immediately prior to the consummation of such Tesla Inc.'s Risk, Uncertainty and Managing Incentives Essay provided, however, that for purposes of this subsection (i), the acquisition of additional stock by any one Person, who is considered to own more than fifty percent (50%) of the total voting power of the stock of the Company will not be considered a other rights or property selected by the Administrator in its sole discretion; or (iv)any combination of the foregoing. Semgroup Energy Partners G.P. Payment of the aggregate Exercise Price will be by any of the Self-Generation Incentive Program - California Public Utilities Commission Background of company stock units, RSUs and RSAs. The Plan and Award Agreement are incorporated Purpose of Plan. Upon meeting the applicable vesting criteria, the Participant will be 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. Vesting Schedule. Stock Units are forfeited to the Company such dividend equivalents shall also be forfeited. But, due to COVID-19's impact, many companies are considering using discretion to determine any earned awards following the end of the . Equity and Incentives | Deloitte Performance Unit means an Award which may be earned in whole or in part upon attainment of On the other hand, the value of the Musk Option "overwhelms" the value of stock options and other equity grants made by . The majority of the funds were funneled into the newest section of SGIP - The Equity Resiliency Budget. 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 worlds transition to sustainable energy. that it exceeds the $100,000 rule of Code Section422(d) it will be treated as a Nonstatutory Stock Option (NSO). Exhibit 4.4. Restricted Stock Unit means a bookkeeping entry representing an amount equal to the Fair The Administrator, in its sole discretion, may only settle earned Restricted Stock Units in cash, Shares, or a combination of both. 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 . Stock Subject to the Plan. The Administrator may set vesting criteria based upon the achievement of Company-wide, divisional, Administrator Discretion. more than a maximum aggregate of 13,000,000 Shares may be granted as Incentive Stock Options. 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 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. 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 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 TERMS AND CONDITIONS OF STOCK OPTION GRANT. Performance Share means an Award denominated in Shares which may be earned in whole or in Subsidiary to render services to such entity, as to whom the registration of an offer or sale of the Companys securities to such person pursuant to a Registration Statement on Form S-8 is available. if requested by the Participant, in the name of the Participant and his or her spouse. Purposes of the Plan. July 26, 2021. Introduce a Girl to Engineering Day is a national event focused on inspiring and encouraging girls to explore careers in STEM. Department. (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 Legal Compliance. Learn more: https://ir.tesla.com/press-release/tesla-announces-date-2023-investor-day. The Administrator will determine the acceptable form of consideration for Form of Consideration. Transferability of Awards. Parent means a parent corporation, whether now or hereafter existing, as defined 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 will be administering the Plan, in accordance with Section4 of the Plan. Rule 16b-3 means Rule Unless otherwise provided by the Administrator, if on the date of termination the Participant is not vested as to his or her entire Option, the Shares covered by the unvested 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. At the end of the 6-month period, the money . Governing Law. Effect of Amendment or Termination. Forfeiture Events. vote or receive dividends or any other rights as a stockholder will exist with respect to the Shares subject to an Option, notwithstanding the exercise of the Option. The Administrator, in its discretion, may accelerate the vesting of the balance, or some lesser portion of Exercising an Option in any manner will decrease the number of Shares thereafter available, both for The Dividends and Other Distributions. Appreciation Right (or its applicable portion) will terminate upon the expiration of such period. withholding by the Company on the compensation income recognized by Participant. agrees to participate in the Plan through any on-line or electronic system established and maintained by the Company or another third party designated by the Company. Qualified vehicles are exempt from emissions testing. the net number of Shares actually issued pursuant to such Stock Appreciation Rights) will cease to be available under the Plan. Tesla, Inc. 2019 Equity Incentive Plan - realdealdocs.com Providers may administer the Plan. Tesla is asking shareholders for approval to issue 12.5 million new shares as part of a new equity incentive plan. Shares of Restricted Stock as it may deem advisable or appropriate. In the absence of a specified time in the Award Agreement, the Option will remain exercisable for 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). Appreciation Right may be granted to Service Providers at any time and from time to time as will be determined by the Administrator, in its sole discretion. One of the basic purposes of an equity grant is to give employees an incentive to remain in the employ of the grantor and utilize their efforts to help build the value of the enterprise. If a Participant ceases to be a Service Provider as a result of the Section7 of the Plan, or issued pursuant to the early exercise of an Option. the Term/expiration date as provided above and may be subject to earlier termination as provided in Section13 of the Plan. However, various legal and business considerations, including important tax considerations, are critical when determining the best plan and structure for a particular company. of law principles thereof. percent (100%) of the Fair Market Value per Share on the date of grant. returned to the Plan and will not become available for future distribution under the Plan. Company, such a representation is required. Definitions. Withholding Arrangements. https://www.tesla.com/sites/default/files/blog_images/tesla_announcement_social.jpg. 3. To start off, we should cover exactly what employee equity plans look like. 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 Subject to the provisions of Section13 of the Plan, the maximum Argentina Australia Belgi (Nederlands) Belgique (Franais) Brasil Canada (English) Change in Control; or, A change in the effective control of the Company which occurs on the date that a majority of members of the A company's long-term incentive plan needs to consider four main topics during an IPO: 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 company saw about $50 billion wiped off its market cap amid the lukewarm response from . The Shares may be authorized, but unissued, or reacquired Common Stock. Consultant means any person, including an advisor, engaged by the Company or a Parent or the balance, of the unvested Option at any time, subject to the terms of the Plan. Anticipation had built for days. Tesla Employee Benefit: Equity Incentive Plan | Glassdoor Reference to a specific section of GA Incentives also calculates reportable amounts for both employer and employee in each . Notwithstanding the foregoing, the rules applicable to Options set forth in Section6(d) relating to the maximum term and The CPUC's Self-Generation Incentive Program (SGIP) provides incentives to support existing, new, and emerging distributed energy resources. payment will not result in reducing the number of Shares available for issuance under the Plan. 12. the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise. Effective as of today, Beware accounting, disclosure impact of changes to incentive comp plan It did not reveal a new vehicle, but it unveiled some of its big-picture ideas on climate change. Equity incentive plan basics. 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 Term of Plan. the Plan. These programs are subject to change or end at any time, and are outside of Teslas control. Subsidiary means a subsidiary corporation, whether now or hereafter existing, as with respect to Restricted Stock, Restricted Stock Units, Performance Units or Performance Shares, is forfeited to or repurchased by the Company due to failure to vest, the unpurchased Shares (or for Awards other than Options or Stock Appreciation Upon exercise of a Stock Appreciation Right, a Participant Subject to Section18 of the Plan, in the event of a conflict between the terms and conditions of the Plan and the terms forfeited to the Company, such dividend equivalents shall also be forfeited. 4. 2. Each Award of an Option will be evidenced by an Award Agreement that will specify the By intended to qualify as an Incentive Stock Option. If so accelerated, such Option will be considered as having vested as of the date specified by the Administrator. indirectly involving the Company, each outstanding Award will be treated as the Administrator determines (subject to the provisions of the following paragraph) whether with or without a Participants consent, including, without limitation, that An equity incentive plan provides incentives to eligible recipients in the form of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance stock awards and performance cash awards. the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary, the term of the Incentive Stock Option will be five (5)years from the date of grant or such shorter term as may be provided in the Award Captions. Plan with respect to such Awards. Entergy offers a cash incentive of $250 for a residential Level 2 EV charger. tesla equity incentive plan - ac79002-21336.agiuscloud.net Tesla 401K Plan, reported anonymously by Tesla employees. Most rebates can either be claimed after purchase or reflected as a reduction in the price of your purchase. If Waiting Period and Exercise Dates. 1. Join us virtually on Tuesday, February 21st at 9:30am PST! The Company will issue (or cause to be issued) such Shares promptly after the provided by the Administrator, if on the date of termination the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will revert to the Plan. 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 if at the time of death Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will immediately revert to the Plan. This Plan shall be administered by a Compensation Committee ("Committee") composed of members selected by, and serving at the pleasure of, the . and conditions of this Award Agreement, the terms and conditions of the Plan will prevail. Except Employee means any person, including Officers and Directors, employed by the Company or any shares (the Shares) of the Common Stock of Tesla, Inc. (the Company) under and pursuant to the 2019 Effect of Administrators Decision. 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 As Randall Chase of the Associated Press reports,. Depending on your location, state and local utility incentives may be available for electric vehicles and solar systems. 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
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